Darkside of Friendship
by VERGILthefallen
Summary: Something new and evil has fallen into Equestria and it is more dangerous than anything the girls have faced before. They will have to place their trust in a stranger to face an evil they cannot understand. Rated for blood, gore and mature/violent themes. Re-post of an old story.
1. Chapter 1

**My first attempt at a "My Little Pony" fanfic. So, yeah, have at it. Oh and I do not own my little pony or any of the characters, I do own the bad guy in this though. **

Celestia sat on the balcony watching the sun near the horizon. It was a beautiful sight she enjoyed showing to the world every day, her daily duty. She heard the small sound of hoof steps behind her, but she didn't turn to acknowledge the dark hued alicorn with more than smile. She did glance at her younger sister when she came to stand beside her.

"Are you ready Luna?" She asked with a gracious smile.

Her younger sister returned the smile in kind. "Of course sister." The two of them lowered their heads and let their magic gather, their horns glowing as they did. The sun began a faster decent to the edge of the world before vanishing altogether. The moon rose just as the last light of the sun vanished, bathing the world in dark night, only the pale light of the moon illuminating the world. The stars blinked into existence one by one as the sky became filled.

The sisters opened their eyes and raised their heads as the magic ended. "Another beautiful night, Luna." Celestia said with a happy smile.

"Indeed. I am proud to make it my own again." She smiled turning and walking back into the room. Luna was walking towards the door when she stopped and turned to see her sister walking to the large bed. "Need some sleep?" She asked with a grin. The night was Luna's time to be awake and active and she would always tease Celestia about it.

The large white mare gave her a playful yet annoyed look. "Of course, it's been a long day. There was some commotion in the Everfree Forest I'll have to look into tomorrow." She said while she curled onto the bed.

"I could look into it if you want." Luna offered, turning to face her sister. In truth, the chance to get out and do something more than scare the guards with her presence was very tempting.

Celestia stroked her chin with her hoof before nodding. "I suppose you could. You just have to talk to Pharro about the details. But be careful Luna." Her voice turned worried but Luna just giggled.

"Please sister, I've been away for a long time but I'm still a tough little filly." Luna turned to the door but before she reached it a huge crash echoed outside making her stop and Celestia raise her head suddenly. Luna looked at her sister before taking another step towards the door. There was a loud yell and the sound of an explosion. Luna stepped back now, Celestia standing beside her now. "What's going on?" She asked.

Celestia shook her head in response. The larger of the two stepped closer to the door before it flew open, a white Pegasus hitting the floor before skidding to the ground before them. "Pharro!" Celestia cried as she knelt to the fallen guard. His armor was shattered and one of his wings looked mangled. He struggled to his feet with heavy breaths, his eyes trained on the door.

"Princesses. . ." he huffed, sounding absolutely worn. "Run. Get out of here."

"What are you talking about?" Luna asked, stepping next the guard as he tried to walk, his legs barley holding him up.

"If I had to guess, He's talking about me." A chilling voice crawled over the room. The princesses looked to the door and found the source. A large dark alicorn stood in the remains of the doorway. He was at least as big as Celestia but may have been even larger. His coat a deep dark black with white streaks along his sides and another white strip over each hoof, his mane and tail were darker than his coat by several tones, seeming like an endless darkness that draped over his body. His horn had a stark whiteness when compared with the rest of his body and his eyes were white with small dots of gold and red within them. "I'll give him this, he put up a good fight. They all did." His face turned to a calm smile.

Celestia looked beyond her intruder and saw the hall outside was covered in guards all on their sides or backs. None of them were moving and only a few seemed to still be breathing. "Who are you? Why are you here?" She demanded, her voice rising as she stepped in front of Luna and Pharro.

The dark alicorn chuckled darkly. "Ooo, someone is demanding." He mocked as he shifted his weight on his legs. "I do love that question though, so I'll answer. I am not what I appear, in truth, I am not human, or in this case I guess I'm no pony." He said with a great degree of confidence. Celestia was confused by his speech but he continued so she continued listening. "I am the shadows and the dark, the fear and hate and all the dark little thoughts that make the world fun. But if you're looking for name to call me I suppose my timeless name will do." The alicorn took a low bow before finishing. "Call me Darkside."

Luna couldn't shake the fear she felt from this stallion. It wasn't just his size or the evil he exuded but his shadow seemed, deeper somehow, as though it was hiding something from them. "Why are you here? Why are you attacking our guards?" Luna demanded this time, using her strong voice so as not to seem weak.

Darkside admired her with a glance of his crimson and gold eyes before smiling. "Well to be honest I just came to see who was in charge in this world. Scout the threats and all that." He started trotting in to the room looking at all the corners as Celestia ensured she was in between him her sister and the fallen guard. "I have to say this world is far too happy for my tastes but then it's more fun to corrupt a happy world." He stopped and glanced at the large white Alicorn. "And if you're the best I have to contend with, oh I'm not worried at all." he smiled his white teeth showing in a grim smile.

Celestia was done listening to this stallion. "You have broken into our castle, attacked my guards and now you threaten me? You will surrender to me at once and face punishment for your actions." Magic glowed in her horn, the radiant light burning at the tip.

Darkside laughed loudly. "Oh please you actually intend to threaten me?" He mocked her, laughing so much it seemed he was going to fall over. "I've fought much worse than you little girl." He turned and faced Celestia, his own horn glowed, a dark violet light building around it. "I may not be fully used to this body yet, but trust me, you're out of your league."

Celestia stood her ground her face twisting to scowl. She had not been forced to fight in centuries but her power was the greatest in all of Equestria. This stallion could not match her. Luna had her doubts, the stallion was confident and there was something about him that didn't sit right with her.

"I'll make a deal though." Darkside said with a grin. "You tell me everything I want to know and I'll leave without destroying you first." He laughed a little more at his joke.

Celestia was done entertaining the intruder. She narrowed her eyes and the light of her horn erupted to a golden show of force blinding the room. The spell made looking at its target impossible for anyone but Celestia herself. The room erupted with an explosion of force as the magic gathered around her target before crushing him in light and golden flames.

Luna looked up at the destruction caused from the spell. The walls and ceiling were black from the heat that had charred them but the worst was not the damage done but the damage not done.

Darkside stood in the same spot, a small violet light surrounded him like a bubble, leaving himself and the floor beneath him completely untouched, and his smile had never faltered. "As I said, you're out of your league, little pony." In a blink so fast no one could follow it the shield fell and Darkside's horn glowed again. Before Luna could yell a warning or Celestia could react his horn erupted a narrow blast of violet energy. The shot zipped over the distance between them striking Celestia in the chest before she could react. The blast threw her back across the floor leaving the smell of burnt hair in the air.

"Celestia!" Luna yelled and ran to her sister's side. Her eyes were blurring with tears as she flew to her sister's side. Celestia was on her side her face contorted in pain. Her coat was blackened over her chest, her chest piece completely destroyed in the attack, the distinct red of blood spilling from the open wound; her breathing was tight and strained over the pain. Darkside simply laughed from the other side of the room. Luna growled as she looked on her sister, her gaze flew from her to the monster across the room. She turned her head towards him and let her anger go sending a wave of dark blue light over the room at Darkside.

The larger alicorn opened his eyes in shock as the wave smashed into him full force sending him crashing into the wall. Luna stood over her sister, face twisted in rage. "How dare you hurt her!" She screamed. Her very essence was wrapped around her, the aura around her twisting to a violent form. She kneeled back over Celestia, the wound was bad, she needed help now.

A deep laugh made Luna look shaking at the wall. Darkside was on his hooves again, turning his neck and shaking himself lightly. "Well, you've got some real fight in you. I like that." He chuckled. Luna stood over her sister, planting her hooves in the ground ready to stand against whatever this enemy was. "You really do have some darkness in you, ooh I can see it." Darkside took a few short steps towards her as Luna charged her horn for another attack or to repel one of his.

Darkside suddenly flew to the side as a blur of white struck him. Luna was stunned to see Pharro on top of the alicorn pinning him to ground. Darkside started to speak but Pharro raised his head and smashed his into Darkside's shaking them both.

"Princess Luna! Take Celestia and run!" The guard yelled as Darkside kicked him off to the floor. Just as Darkside got his footing back Pharro was on him again. With a wave of his head and bit of magic Pharro was hurled away to the wall, but the Pegasus recovered and lunged at Darkside again, this time knocking out his legs and pinning him down again. "Now! Run!"

Luna understood the pony's sacrifice and stood next to her sister. A ball of dark blue light surrounding them before lifting into the air and flying out the window to the sky beyond.

Darkside cursed and kicked the smaller Pegasus off him again. This time he gave a powerful blast of magic and smashed the stallion into the wall pinning him there with his power. The guard tried to move but the last of his strength was gone. His leg was broken and he sat back cradling the broken foreleg in front of him. A moment later a dark shadow blocked out the light and he looked up at the large alicorn.

"I'll give you this, you have some guts." Darkside said, sounding more annoyed than impressed. "Now where did they go?"

Pharro scoffed. "No idea." He said with smile. Darkside lowered his eyes and raised his fore hoof before driving it down on the Pegasus' broken leg. He screamed in pain as the already fractured bone splintered to bits.

"Jog your memory?" Darkside asked without smiling. The Pegasus looked at the larger stallion but didn't respond, his eyes showed all the hate in the world. "Now there's what I like to see. Hate. Pure hatred, ooh how I love it." The alicorn lowered his head to be level with the sitting pony. "It's fine if you don't tell me. I have another trick I need to try anyway."

As Pharro wondered what he meant Darkside leaned down to him gain, one fore hoof on the pony's head. "You're a strong one Pharro, strong and proud, so much pride." The dark alicorn whispered. His voice was . . . enthralling, like he was right. Of course Pharro was proud, one of best of the royal guard. "So strong and proud, but they never gave you what you deserved. They always gave you the low end, never gave you what you wanted, and now they left you to die." Yeah, he deserved more, he deserved the higher post, the better pay. He should have been head of the guard years ago! But wait he didn't want that. "You deserve more, you are strong, let your pride tell you what you want."

Pharro's mind was clouding. He couldn't think of anything except the money he should have, the power he should have. He earned it! He was the best! And they abandoned him! "Now you want to tell me, tell me where the princess would go for safety, someone as grand as you, as clever and strong as you must know." Darkside's voice was like velvet, stroking all the right chords. He did know, he knew the one place the princess would be safe the place he hoped Luna had taken them.

"Her student Twilight Sparkle in Pony Ville. That's where they went." Pharro spoke but no sooner did the words leave his mouth did he realize what he had done. _No, I never wanted the money the power, I never wanted to betray them I just wanted to protect them_. He shook his head and looked up again. Darkside was smiling over him. In anger and desperation Pharro lunged with his head to smash that smug monster's teeth in but as he tried to move Darkside shoved his head back cracking the stone wall and Pharro's skull with it.

"Hmm." Darkside sighed as he stepped away from the body. "Seems like my power isn't as strong here. Maybe it's because they are all so damn cute and happy." He shook his head and felt the mane hit his side. "That is still going to take some getting used to." He walked to the edge of the balcony. "Well, I guess I'm off to find Ponyville, can't let those two go on without me, the dark one especially." He thought back to that attack she had used. It wasn't dangerous but it was clear she was more dangerous than the white one had been.

Darkside looked to the sky and back over his shoulders as he flexed his wings. "We'll let's see if I can still fly in this body." He spread them and gave a single heavy flap propelling himself into the air. In a second he was gliding into the dark of the night, his goal in mind and a murderous smile on his face.

From below in the forest, a set of eyes watched the gliding dark alicorn. The eyes vanished before they were spotted as the sound of hoofs could be heard on the ground.

**So that's my first attempt at a MLP fanfic. The idea is more based off the villain, Darkside than anything else. But I wanted to bring him into a few different worlds and thought I would start with my latest interest. So as always I enjoy reviews, no matter how harsh, helps motivate me. **

**I am reposting this story under a different name. it was Once "The Darkside of Life" and after a little touch up and getting back into the story of Darkside, I've decided to put it back up. I'm going to go over each chapter again and edit them slightly, but if you've read it before, there won't be anything really new. **

**Later**


	2. Chapter 2

Twilight was happy as could be as she carried a tray of tea, suspended with her magic into the main room of the library. Her friends were all gathered in the room talking among themselves. Despite the late night, they had all wanted to stay together, so Twilight had brought them all back to her home insisting on it. Applejack had her work done. Rarity's orders were done, so no one had any demanding work too lull them away. Twilight had even put off her studies for the night, much to the dismay and happiness of her friends.

"It's nice to just be together like this." Pinkie Pie said bouncing like a spring across the room. The little pink pony seemed physically unable to stand still.

"Sure is. We never get to just hang out anymore, there is always something going wrong we have to fix." Rainbow Dash said leaning down on the floor while the others took the couch and chairs.

"Yes it's simply marvelous to see you girls again. I'm sorry I've been so busy but orders have been mad lately." The white unicorn exclaimed, perhaps a little overdramatically.

"It aint nothin sugarcube. Me and big mac have been busy as can be with the apple farm so I suppose I'm as much to blame as any pony." The orange earth pony said guiltily pulling her hat down.

Fluttershy didn't speak and simply sat quietly in her chair, hiding behind her pink mane.

"Oh come on girls let's not worry about any of that tonight." Twilight said with laugh, trying to lift was she was worried were falling spirits. "We're here to celebrate our friendship, not talk about how much we don't talk. Besides we're here together now right?" She asked as she distributed the tea to each of the girls.

They all nodded in agreement as they took the tea. The conversation soon turned to Pinkie Pie's latest plans for a huge Party for Lyra and somehow shifted to Rainbow Dash's latest tricks and the incident where she almost smashed Derpy into the ground when she messed up a new move she was trying. Fluttershy spoke up about the latest animals under her care, Applejack managed to avoid talking about applebucking and Rarity even kept off the topic of fashion, save for a few lighthearted comments to Rainbow about caring for her appearance.

How the topics kept shifting was a mystery but Twilight was too happy to care, it was just nice to be with her friends for a nice night. It seemed that they hadn't spent much time together in recent days, always one thing or another pulling them away. Even Twilight had gone back to Canterlot several times to see the princess and the trips had taken a toll on her friends and on spike as well. The little dragon enjoyed having the place to himself but whenever she got back he was always right there with a hug and steady ear. She smiled as she gazed up where he was already sleeping. Tonight was a good night.

She was smiling to herself when a huge explosion shook the whole tree home and a loud bang came from the door. The whole group shook and the sudden noise made Fluttershy cry out and hide under her hooves while Rainbow shot to the ceiling and clasped onto it for dear life.

"What the hay was that?" Applejack yelled straightening her hat as she looked to the door regaining her footing.

"I don't know." Twilight replied. She galloped to the door opening it with her magic. Whatever had caused the huge explosion couldn't be good news. She had no idea how right she was. The door opened and Twilight gave a huge gasp. "Princess Luna?" She exclaimed.

Luna was in front of the door, breathing heavily, but worse was the pure white mare she had slung over her back. Celestia was unconscious her head rolling lazily over her sister's neck, blood dripping from the black and red mark on her chest making a sick comparison to her white coat. Twilight could only stare in numb shock at her mentor.

"Twilight. I'm sorry I did not know where else we could go." Luna explained. A set of gasps came from inside the house as the rest of the group came to see the two princesses at the door. "Please, we need help."

Something snapped her back to reality and Twilight shook her head. "O-of course, come inside quick!" She urged, stepping back so Luna could enter the home. Luna stepped over the threshold and the others backed away in awe of the scene before them. Seemingly from nowhere, Rarity produced a large red couch and gestured the princess to it. Luna struggled to the couch and laid her sister down on it. The other ponies gathered around in concern.

"Oh my, oh my, what happened?" Fluttershy asked.

"We were attacked. A pony attacked the castle, defeated all of the guards, and then he . . ." She looked to her sister. "He hurt Celestia. One of the guards held him off while we escaped."

"Some pony did this?" Twilight asked her mouth a gape. It was unthinkable that any pony would be strong enough to attack Princess Celestia, let alone cause her injury. "Who?" her question was laced with venom as she spoke, never taking her eyes off Celestia.

Luna shook her head. "I know not. He called himself Darkside and he was an alicorn like Celestia and I. He was so powerful. I do not know where he came from." Luna hadn't missed the hatred in Twilight's voice or the anger in her eyes over her injured mentor.

"We need ta get her to a doctor." Applejack chimed in, receiving nods from the group.

Luna intervened. "I didn't take her to hospital for a reason. We can't have ponies knowing about this, it will cause a panic. Besides, I believe this evil pony might be chasing us, He will expect us to be at a hospital." Luna looked back at her sister. She was still unconscious and her breathing still very strained, it was clear she was in a lot of pain. Luna placed a hoof on her neck and stroked it to try and help with the pain. It killed her to see her sister in so much pain but powerless to stop it.

"Well we have to help her!" Twilight snapped much to everyone's surprise. She cast her eyes down when she received looks from everyone in the room.

Applejack walked over to Twilight and put a hoof over her shoulder. "It's gonna be okay. We'll get a doctor out here right quick and he can help her. Right?" She asked towards Luna.

Luna nodded firmly. "That will be fine, but someone else will have to get them, my presence would raise too many questions."

"Okay, Pinkie Pie and I will get Nurse Red Heart and a doctor." Applejack said receiving a nod from the bouncing Pinkie.

"Okay, but hurry and be careful." Twilight said to her friend before pulling them into a hug and opening the door.

"Well, I guess I don't have to knock."

Every pony in the room felt a shiver creep up their spine as the voice floated to their ears. A large dark colored Alicorn stood outside in front of the Library, his white teeth turned into a sick little grin. Luna's face was not only one of fear, but rage.

"Darkside!" Luna called, leaping through the door to face the monster outside.

"Oh how cute, you remember me." The dark monster laughed.

Twilight was out of the house flanked by her friends. Her eye's narrowed on the large Alicorn before her. He was at least as large as the princess but he was much more terrifying than even Nightmare Moon had been. "Is he the one who did it?" Twilight asked, already knowing the answer.

Luna nodded never taking her eyes off the enemy. Twilight glared at the large Alicorn, her eyes shooting daggers his way, but the large colt didn't seem bothered by it all. "If I had to guess, you must be Twilight Sparkle, the student to the other one." He said like he was thinking out loud.

"Why did you hurt the princess you big meanie?" Pinkie questioned the large colt.

He gave Pinkie a curious tilt of the head. "I can already tell I'm not going to like you." He said ignoring her question. Darkside looked over the rest of the group before him. "I have to say I was expecting more than this."

"Listen here you big jerk," Rainbow Dash said stepping to the front of the group. "You better tell us why you're here or you're going to be sorry."

The dark colt glanced at Rainbow and smiled. "You remind me of someone I used to know. Of course she didn't have a Rainbow on her head, but she did have wings like you do. I really am going to enjoy this world." His eyes fell to the next one in line, Rarity standing to Twilight's side. "Well I can see we have a beauty queen among us."

"Oh stop it." rarity said shyly looking down. When everyone turned and angry glanced she shuddered. "I mean . . . how dare you!" She snapped.

Darkside chuckled a bit before resting his eyes on Fluttershy who cowered behind rainbow dash. "Oh come on now, no need to hide. Hiding can't stop the fear anyway." He laughed a little and Fluttershy just hide behind Rainbow Dash again.

"Leave her alone!" Rainbow yelled holding fore hoof in front of Fluttershy protectively.

"Oh come on now, no need to be like that. I thought I would come and check on my friend. Celestia right? Where is the big ol softy?" He laughed.

"Shut your mouth!" The cyan Pegasus dived at the larger pony's head her hoof outstretched. No one could stop her before the white horn started glowing. As the Pegasus was about to strike him, a thin wall appeared and smacked the rainbow flier aside. Rainbow dash hit the ground on the side and stuck there with a groan.

"Rainbow Dash!" Fluttershy flew to her friend's side as Darkside chuckled.

"I really feel bad. I mean, you came to them for help?" he asked looking at Luna who was grinding her teeth and narrowing her eyes like daggers. "You came to bunch of little girls for help? Seems a bit irresponsible, dragging these poor little girls into a fight with me. They might have survived if not for that." He glanced over the group his eyes landing on Twilight. "Now I may have to kill them all."

"We're not so easy to push around." The whole group glanced at Rainbow Dash who was standing again, with Fluttershy's help, her eyes narrowed. "You're dealing with the elements of harmony you monster."

"Yea, we aint ever going to lose to some pony like you!" Applejack spoke up standing next to Twilight.

"Right!" Rarity said joining her friends. Pinkie Pie jumped on her hind legs and held her hands in fighting pose while Rainbow and Fluttershy came to join them as one group, Luna standing above them all, a mild smile coming to her.

Darkside looked across the group before bursting laughing. "Oh god that's hilarious! You're going to fight me? And . . .and you're going to win? Ha ha ha ha! How? What the hell are the elements of harmony? Harmony, really? God I can't believe THIS is what is supposed to stop me!" The Large stallion laughed harder barley able to talk. "Ya know, fine. I normally prefer to play a bit but if you all are so strong then come on. Hit me." The large alicorn lowered his head to stare at the group facing him.

Twilight gladly took the monster's taunt. Focusing as much power into her horn as she could, letting the picture of her mentor wounded inside fuel her anger. Not bothering to think of spell she let all her power fly at their foe. The purple magic was blinding and looked as though might consume the whole area as it sailed at the larger pony.

All the power however simply vanished as it struck Darkside. The seven mares watched in shock as the energy was drawn down as if being consumed by the large stallion's shadow. When the last of the power had vanished Darkside's eyes opened and he glanced at a horror struck twilight. "My turn."

Luna saw the attack coming. When the power gathered in Darkside's horn she had already thrown herself in front of the other ponies. When the violet blast streaked at them she quickly cast up the strongest shield she could before the blast struck it shattering it like glass. The shield however managed to nullify the attack leaving only a hint of colored dust in the air around them. Luna took one more breath before falling to her knees.

"Luna!" The ponies yelled as Darkside chuckled.

"Impressive. Oh I'm going to have so much fun here!" The large alicorn said as he took one step towards the cowering group. "I actually fell a little bad, so much potential I have to end."

"You aint gonna touch no pony!" Applejack leaped to the head and threw herself protectively before them all. Pinkie was next to her in an instant with Rainbow flanking Applejack's other side.

"Ya know, two bit heroics are only fun for a short time. Then it just gets sad." He sighed. "What can you hope to do against me? Your gods have fallen, what do you have?"

"We have each other!" Twilight declared, stepping next to her friends. "We have the power of friendship that is more powerful than anything else!"

Darkside visibly twitched. "That's so innocent it's sad. Not to mention just flat out revolting." He stepped towards them but the group held strong. "So much faith in each other, I wonder how misplaced it is, just how much dark do you sweet little things really have?" His eyes gave a slight glow, their intensity burning as he looked on the group.

His eyes fell to Pinkie Pie, his gaze burning and powerful. "What can a little pink fluff ball do, hmm? You aren't strong enough to help anyone. Seems all you do is laugh to hide all that sadness you have, you'd be better off crying over your life, you can't make it any better." Pinkie pie shook on her legs unsure and shrank back, no hint of a smile.

His gaze drifted to Apple jack. "And you are a strong one, brave and good willed but what does all that good intention mean? You can try to be the best there is but you'll never be good enough, there is always more to be done, more important things. In the grand scheme of things your nothing." Applejack didn't pull back but her legs did begin to buckle and her eyes fell down, slight tears forming in them.

Rainbow Dash stared back and tried to hold the monsters gaze but he only laughed at her. "And you, so much pride. It's so sad that all your friends can see through it, that pride can't help you when your weak and you'll lose to me. In the end you'll always lose, all that pride, you should be so much more but those friends of yours will always anchor you back to be a loser." Rainbow's legs shook and she almost fell as a tear gathered in her eyes.

"Ha ha ha. I've only gotten started and three of you are about to run and cry! This world is so sweet, it's going to be fun tearing it apart." He took one more step making them all pull away. "Starting with you."

"Darkside!"

All of their ears perked up at the new voice, Darkside as well as he turned to find the source of the voice. He turned only to be struck by a large piece of wood that splintered as it hit his face. The blow made him stumble but not fall.

The stick's former owner landed and spun in the dirt to face Darkside, putting himself between the mares and the monster. He spat the remains of the stick from his mouth and narrowed his eyes on his foe. His dark brown mane and tail fell over a light grey coat as he stood his ground against the monster.

"So long as I'm here you're not touching anybody!" The new colt yelled in response, stomping his hoof in defiance. He quickly looked over his back at the group of mares. "Get the princess inside, now!" He commanded.

Twilight snapped out of her stupor and nodded. She used her magic to put Luna on her shoulder and guide her inside with Rarity's help.

Darkside tilted his head from one side to the other. "No." he whispered. "Is that . . . is that you? Hehe, you look different."

The stallion spat on the ground. "Hard to believe that's you either, but I guess it's easier to follow your evil."

Darkside began laughing again. "Well this is interesting. You look good, sorry I didn't stick around when we got here, just had to get out and see the sights. Like these little ones here, we were just playing a fun little game." Darkside's shadow shifted and four long snakes like shapes erupted from his shadow and lashed out, the tips were narrowed to arrow like edges aimed at the ponies in front of the library.

The new arrival stomped his fore hoof to ground and the blades flew off to the side when they struck a large yellow transparent wall that had formed before him. "You know you can't touch them as long as I'm here." His voice was a low hiss. "Back down."

The edges slithered back to their master before vanishing into his shadow again. "Oh you're no fun anymore. Fine, I'll leave you with your little girlfriends. I'll be around, cause I can tell we're going to have all kinds of fun here." The large alicorn turned and walked away. "Give my regards to the white one." He ended with chuckled before turning to black mist and evaporating to the sky.

He scoffed. "Bastard."

**Well that happened. Ya know I never realized how fucking hard it is to write all these different personalities. When I'm not the one who created them it's really hard to keep them straight and realistic. **


	3. Chapter 3

"Not to be rude, but uh who are ya?" Applejack asked the grey colt after the black monster had left. He turned and faced those who remained. Applejack, Rainbow Dash, Fluttershy and Pinkie Pie all seemed curious to hear his answer.

"I'll explain soon, for now we need to get inside." He trotted towards the Library only to be cut off by a rainbow blur.

"No you're going to explain now. With you and that guy coming out of nowhere and all that's happened I'm not letting you inside till we get some answers!" The Pegasus was glaring down on the pony blocking his way as she hovered over him.

The new arrival didn't seem interested in talking. "Look I know you don't have much reason to trust me but you're going to have to. All you have to know is that I can help and in truth, I'm your only chance." He pleaded his voice however retained its stern commanding tone.

Rainbow glared down on him but relented and floated aside. "Don't try anything." She warned before flying inside ahead of him.

The pony seemed satisfied and walked in followed by the rest of the group, Applejack tailing the rest with a hesitant look outside before closing the door.

Luna was laid on the couch opposite of her wounded sister, and while she was still conscious she was clearly exhausted as she couldn't do much more besides raise her head to watch the new pony enter the house. Without missing a beat he walked over to Celestia ignoring Twilight and Rarity completely.

He looked from the dark burn on her chest to the rest of her body. "Was she hurt anywhere else?" He asked without looking around. When no one answered he turned and faced the group all of whom were watching him with confusion except Rainbow who watched from above like a hawk. "Well?"

Luna finally realized the question was for her. "No, he only struck her the once." She answered. "Who are you?" She asked.

"Soon." He repeated. "First I need to take care of her. The colt stepped to the couch and lifted up putting his fore hoofs on the princess' side, much to the surprise and anger of Twilight.

"What are you doing?" She demanded, her magic grabbing his tail and yanking him to the ground with a grunt. "She needs a doctor! You can't just go putting your hoofs anywhere you please!"

"What are you trying to pull, mud head?" Pinkie pie interjected.

The brown manned colt paused before looking at Pinkie and shaking his head as if dismissing the new and somewhat insulting nickname. "Look, she's hurt. I'm no doctor but I promise you I can help her, you're going to have to trust me." The whole group seemed a little unsure, no one wanted to put any faith in this rather forceful stallion they didn't know, but Fluttershy was the first to nod. Her act was followed slowly by the rest save for Rainbow and Twilight who held the males gaze. "Well, can I help her now? She is in a lot of pain." He asked staring back at the purple unicorn.

Twilight finally huffed and released the colt. "Don't hurt her." Twilight warned.

"Wouldn't dream of it." He replied.

The colt shook himself before placing his fore hoofs on the large white mare again. His eyes closed and his breathing changed. A deep golden glow emitted from his coat and hoofs spreading over the princess, her face changed as if he was causing pain to her. Twilight was ready to rip him away when she saw the black spot on her chest change. The black fur melted away and the blood faded and vanished reveling more of the white coat. The wound seemed to magically repair itself before their eyes as the glow faded and fell back to the grey colt.

With a heavy sigh he fell on his flank. "That should help her with the pain and the blood loss. She still needs to be looked after for long term, but for now she'll be fine." He explained as he rolled to his hooves. No sooner was he on his feet than a pair of purple forelegs wrapped around his neck.

"Thank you so much!" Twilight thanked the colt, her eyes showing the beginnings of tears. She didn't see it but the colts eyes were wide and his face flustering quickly.

"Uhh it's nothing, really." He said patting her head and thankfully she released the hug and stepped back seeming a little embarrassed herself.

"But wait how did you do that? You're not a unicorn." Rainbow Dash pointed out.

It was true, the colt did not have a horn on his head nor a set of wings on his back. He was an earth pony.

"And how did yall make that shield outside?" Applejack question as well.

"And how do you know that brute from earlier?" Rarity added to the questions.

The grey colt sighed and sat back. "The answers are . . . complicated. It's a very long story." He said defeated.

"We need to hear it." Twilight declared, sitting down on her flank to stare at the new arrival. "If you know anything about this Darkside, we need to know so we can fight him."

"I know everything about him." The grey colt said with a deeper voice, his eyes were on the floor and for once he didn't hold the same commanding air.

"Why don't ya start with a name, yer name." Applejack sitting down as well.

"Or I'll keep calling you mud head." Pinkie said in her own encouraging way.

He looked between them all briefly his eyes falling on Luna as she sat up. "Please, we need to know."

He sighed one more time and shook his head violently. "Your right, you do need to know. We don't have time for my problems." He settled himself down on his flank and glanced over his audience.

"To start, my name, at least the name I've used for some time is Lloyd. I'm not from your world, where I'm from we don't look like this." He raised a hoof and looked it over briefly before rubbing his snout and neck. "We are humans, we stand on our back legs, have hands, live very differently from you." So far no one stopped him so he continued. "I was a writer in my world, and a damn good one. I wrote tales of all kinds but I was great at creating fictional worlds and characters.

Once, I decided to create a villain for my latest work. The greatest villain to ever be put to paper, that villain was Darkside." Pinkie Pie gasped and Fluttershy and Rarity both covered their mouths with their hoofs. "Yeah, I made him. I didn't know what I created when I made him but soon he changed from a simple idea to something else, some evil spirit that flew from the pages one day. He became a real thing, I'm still not entirely sure how but he became real and started destroying my world. Nothing could stop him, he was just too strong, too cunning, too much of a monster, and I made him that way." Twilight, sitting closest to him was the first to notice the shine of tears in his eyes.

"I managed to fight him though. Whatever brought him to life also gave me powers. I fought against him, my friends backing me and I managed to beat him, at least I thought I did." His head hung low. "I tried to seal him away if nothing else; using the book he came from. Turns out that book let him jump to other universes."

"Wait, you can just jump in between worlds? Just like that?" Twilight interjected. Lloyd nodded. "But that kind of magic is unthinkable, it's never been done before."

"Well I guess me and Darkside were the first ones to do it. I told you, I don't fully understand all of this myself. When I beat him, I sealed him back in the book he came from and I guess when I did I accidently sent him to another world. Once I realized what I did I knew my home was safe, but I couldn't let him run rampant somewhere else, so I followed him. I chased him through the book and into another world. Since then we've gone to two other realties, each different than the last." He gave huge sigh and fell on his stomach. "And now he's come here. He's set his sights to corrupt and destroy this world like he tried in all the others."

The group looked on as the grey colt finished his tale "So . . ." Fluttershy said quietly scrapping her hoof on the floor. "You can beat him right?"

Lloyd slowly shook his head. "No, I can't." He said almost as quietly as the yellow Pegasus.

"Why not?" Rainbow Dash accused from above. "You said you beat him before."

"Yes and you defeated him in the other worlds as well right?" Rarity added.

"In my world, I didn't beat him. I fought him to a draw and managed to seal him in the book, well I thought I did. He's stronger than me, he always has been. He could have killed me a long time ago if he really wanted to."

"Well, not to be rude, but why didn't he?" Applejack asked.

Lloyd clenched his teeth and stared at the floor. "He chooses not to because he's been having too much fun with me. Ruining everything and making me watch." The whole group was a little shaken by his sudden dark tone but he seemed to come out of it a second later. "Sorry. It's not been a good time. The only good thing is that my powers have followed me through the worlds, so I've been trying to at least contain him as much as I can, but I don't know if we can really stop him."

"We'll beat him." They all looked away from Lloyd to Twilight who stood firmly from her place. "We'll beat this monster, I don't care if he is dangerous we'll beat him like we did Discord and Nightmare moon."

The whole room nodded in agreement except Lloyd. "Darkside is worse than any of them, he is the very essence of evil." He stood as well and looked at Twilight. "At this point, I suppose we don't have a choice. He's already pulled you all into his game so if you want this to stop, we have to stop him. I would love the help." He stepped forward and held a hoof out. "If anyone wants to back out, you can still do it now."

Twilight placed her hoof over Lloyd's, Pinkie and Rarity following suite. Applejack placed hers on top with a smile and Fluttershy gently topped the pile. All eyes fell on Rainbow Dash as she slowly descended to the floor. Silently and never taking her eyes off Lloyd, she placed her hoof over his.

Lloyd smiled and the group all pulled back. "Alright, then we need to move and move fast."

**Well that's the third part and the reveal of who these OCs are. Believe it or not that story with Darkside is actually how he came to be, just switch out the destroying world part for a dream. As I always do, I beg for reviews and say goodbye. Please tell me what you think of Lloyd's name and his and Darkside's origins. **

**Aaaaand I'm outta stuff to say. Bye. **


	4. Chapter 4

"We need the elements of Harmony." Twilight stated.

"But they're locked in up Canterlot and only the princess can open the vault." Fluttershy added.

"We can't fight him on our own. If we don't have the most power possible we won't have a chance." Lloyd said.

"I can get them." The group looked past Rarity to the now standing form of the blue Alicorn.

"Princess, no. You're still too weak to do anything like that." Fluttershy flew to the mare's side and tried to ease her back to the couch but the princess refused and pushed away.

"I can get to the vault and retrieve the elements. Celestia isn't the only one who can open the vault."

"Are you sure you can do this princess?" Twilight asked her voice edged with concern but Luna smiled back.

"I am tired, not injured Twilight. I can make it."

"I should come with you." Rainbow said flying next to the princess. "In case that monster comes back, I can fight him off."

"No, it will be faster if I go alone." She said nodding to Rainbow dash.

"No." a deep voice drew all of their attention. "No one goes anywhere alone. Not with Darkside out there." Lloyd said his voice leaving no room for questions.

Luna however persisted. "I can handle myself, if he attacks me I will be ready. I am still a princess of Equestria." She said with air of power.

Lloyd firmly shook his head. "No, I'm not worried about him physically hurting you, I'm worried about his real power."

"Real power? You mean besides the shadows and scary magic he has more powers? That's just unfair!" Pinkie said throwing her hooves in the air.

"What real power are you talking about?" Twilight asked.

The stallion sighed and sat down again to explain. "The real reason Darkside is so dangerous isn't just because of how strong he is but because he has another power. It doesn't have a name but using it he can see into people's hearts, their minds, what makes them, them. He can see into people and find the one bit of darkness or evil in their heart. Their sadness, anger, vanity, fear, pride, or whatever it is and he can use that, making it stronger and making it consume your mind. He can turn the strongest warrior into a quivering mess by finding what evil is in his mind. He can turn the best of friends on each other by twisting one person's greed or selfishness."

"That's fine, we don't have darkness like that." Rainbow proudly declared.

"Really? You remember before I got here? I saw how you all looked, he used it on you then and that wasn't even the worst of it." Lloyd scoffed. "If he uses that on you while you're alone, you're nothing but his toy."

Rainbow, Pinkie and Applejack cast their eyes down remembering the feelings that had burned inside them. "So how do we fight it?" Rainbow asked.

"The only way to truly beat it is to come to terms with your darkness like I have, but that's too long and difficult for you all. As long as you stay with someone, someone who can shake you out of it, remind you who you really are you'll be okay. So no one goes alone!" He said the last line harshly and in Luna's direction.

The princess seemed annoyed but relented chastising the pony. "Very well, I suppose someone should accompany me, but another unicorn would be better, so we can combine our powers against him if he attacks."  
"I'll go." Rarity said stepping forward. "I know Canterlot well, I can help."

Twilight looked at her friend and thanked her with downcast eyes. She didn't want to leave Celestia or she would have gladly volunteered.

"Alright, you two will get the elements but we have another problem to take care of." They all watched Lloyd as he spoke, he was in full command now and he nodded to acknowledge their commitment. "Darkside doesn't care about any rules but his own, so he's likely to go after your families." He didn't know any kind way to lead into it so jumping in was best.

"What?!" Then again, easing in might have been a better call if the echo of voices was any indicator.

"That beast won't touch my family!" Applejack snorted.

"Oh no Sweetebelle is out there with Applebloom tonight!" Rarity said shaking.

"He. . . He wouldn't hurt the cakes right?" Pinkie said, her voice lower and filled with fear.

"W-w-w-what about the animals? Oh poor angel! No no no." Fluttershy whimpered.

Lloyd slapped his hoof into his forehead. _That was just fucking stupid. Think you dumbass!_ "Listen everyone!" He yelled over the panicking ponies gaining their attention, though Pinkie continued to look at the floor. "We can protect them, we just need to bring them all somewhere nearby. If we can get them together somewhere I can shield them."

"But, we need to get help for the princess still." Twilight chimed in. The whole group nodded but it was clear they were all shaken in fear over the dark monster hunting down their loved ones. "We'll have to split up."

"What did I just tell you?" Lloyd said sounding annoyed as he glared at Twilight.

"No one is going anywhere alone. Rainbow Dash, Fluttershy, you two got to sweet apple acres and get Sweetebelle and the apple family. Then go to Fluttershy's cottage and get Angel and warn away the rest of the animals." The two Pegasus nodded. "Applejack, Pinkie, you two can go and get a doctor and nurse from the hospital, tell them it's an emergency for the princess and they should be willing to help." Applejack nodded and Pinkie Pie saluted. "Luna and Rarity will go and get the elements while Lloyd and I wait here."

"Shouldn't He come with us?" Rainbow asked. "We might need the help if Darkside attacks us while we're trying to run with everyone."

"No, I have to stay here. Darkside still sees Celestia as a possible threat. He's more likely to come back here and I need to fend him off if he does." Lloyd said. "One more thing where are we going to hide the families? We can't have them here in library, this place might become a battlefield."

"Oh, I hadn't thought about that." Twilight admitted.

"What about sugar cube corner?" Pinkie perked up from the ground. "There is plenty to eat, and if we move them there then the cakes won't have to move."

"That's nearby right?" Lloyd asked twilight who nodded. "Yeah, I should be able to protect them fine there."

"Alright, we need to move girls. You all know what we need to do, let's go!" Twilight cheered and they moved out. Pinkie and Applejack left through eh door and galloped to the hospital, while Rainbow and Fluttershy flew off towards the farm. Luna and Rarity were prepared to depart when Lloyd stopped them.

"We have to go what is it now?" Luna demanded, her patience with the stallion wearing thin.

"I have to ask you something Princess. You're angry at Darkside right?" He said with a dipped head.

Luna scoffed. "He wounded my sister before me and butchered my subjects." She lowered her blazing eyes on level with the stallion. "I am beyond angry."

Lloyd held her gaze despite the burning intensity. "I was afraid of that. Listen to me, if he attacks you, run. Don't fight him no matter how much you want to."

"Why?" The question actually came from Twilight behind him but it didn't matter, as Luna's face was clearly asking the same question.

"Darkside thrives on negative emotions. Rage is definitely one of them. Fighting him in rage won't get you anywhere. That's why Twilight's spell failed earlier against him. If you attack him in rage he'll deflect the attack easily. You have to face him with a calm determination."

"Really? Cause you seem pretty angry at him. How do you fight him so well?" Twilight asked again.

"Don't get me wrong, I hate the bastard, and I want to tear his heart out, but I hate him with reason, not out of rage, not for the sake of revenge. When we fight I fight for a reason besides revenge or anger." He looked back to Luna. "Please, he is a little afraid of you, if he gets you angry you won't be able to hurt him. Fight him with cold anger and you can at least drive him off. If not, please, run."

Luna glared on the small grey pony before sighing. "If all goes well, it will not matter and we will not encounter him."

Lloyd took that as the best answer he was going to get and let the argument die. He nodded and Luna returned the gesture. After a quick wave, Luna's horn glowed surrounding the two mares in a dark blue light that vanished a second later. Now the only ones remaining were an unconscious Celestia, Lloyd and Twilight.

_Well, this is far more awkward than I thought it would be._ He thought as he closed the door.

. . .

Outside the window above them, a tiny black pony turned away and glided on shadowy wings away from the library. Behind a beautifully decorated building it landed before a massive black alicorn that smiled as the smaller being approached.

"Well?" Darkside asked with smirked. The smaller shadow pony stepped into his master's shadow and melted away becoming a part of the black pit again. Darkside felt the memories flood his mind, all that the little minion had seen and heard flooded into his head. As the wave settled he opened his eyes with a happy smile. "Let the fun begin little Lloyd."

**As always leave me reviews and tell me what you like and what you hate. **

**Bye bye**


	5. Chapter 5

**Generic disclaimer, I do not own my little pony or of any character's. I own Darkside and Lloyd, so no taking.**

"C'mon Fluttershy." The rainbow Pegasus urged the fellow filly behind her. She held up to allow the Pegasus to catch up for the third time. Fluttershy was nowhere near as fast as Rainbow Dash but she was doing her best to keep pace with her faster friend.

"I'm sorry Dash." The shy Pegasus apologized as she flapped her wings to catch up. "I know I'm not as fast you, but I'm trying." She said quietly. Rainbow turned around and kept flying towards sweet apple acres.

"I know Fluttershy but we have to hurry. I'm worried about that jerk getting ahead of us." Rainbow's eyes were narrowed in an uncharacteristic grimace.

"Its Scootaloo isn't it?" Fluttershy's tiny voice still found its way to Dash's ears despite the wind. Her face fell and she appeared deep in thought her jaw tightening.

"Yeah." She murmured almost as quietly as her friend. "She should be with Applebloom and Sweetie Belle and I'm just . . . worried." Rainbow's eyes fell as she thought about the little Pegasus. Her biggest admirer, the little squirt was always cheering her on whenever she turned around. Scootaloo didn't have the best time at home, her parents were Celestia only knows half the time and the little filly didn't seem to like going home. Rainbow had taken her in a few nights and let her sleep with her at her house and without realizing it she started to care for the little orange filly like her little sister. The thought of that monster hurting her made her blood boil.

Fluttershy nodded and drifted closer, lightly brushing Rainbow's wings with her own. "She's going to be fine Dashie, we all are." Fluttershy assured her with a smile.

Rainbow smiled back and nuzzled Fluttershy's muzzle for the briefest instant. "Thanks Fluttershy, now let's go!" Rainbow dash kicked up the speed accidently forgetting Fluttershy had no chance of keeping up.

. . .

"Big Macintosh!" Dash loudly called as she pounded on the door. Fluttershy had caught up and was trying to stop her Rainbow colored friend from pounding on the door. "Granny smith! Someone!" Dahs starting beating the door with both hoofs trying to get some attention form the farm house's occupants.

The door vanished in a wave of air being replaced by a very large and clearly very angry red Stallion. He didn't speak but glared down on the two fillies making Fluttershy hide behind her mane and even giving Rainbow Dash some pause. But the Rainbow mare shook herself from her sudden fear and stood her ground. "Big Mac, are the cutie mark crusaders here?" She asked.

"Eyup." He nodded, jerking a hoof over the fields where the clubhouse they held was visible in the trees.

"Alright, listen this is real important. There's some bad pony in town, we need you to take them Granny smith and yourself to Sugarcube corner and help keep an eye on them okay? It's for their protection." Rainbow knew she was being rude and a bit demanding but she didn't have time to argue. Besides Big Macintosh might be able to help protect the fillies if that Darkside creep came around.

"Okay."

"I know it seems sudden bu- wait what?" Rainbow's speech stopped short from her plans. "Really? No questions why? Not even going to ask who he is?"

"I trust you Dash. If you say this is to protect my family then I'll do it." The large Stallion nodded his large head.

"Well, that was easy." Fluttershy whimpered from behind.

"Okay, get them together and get going. If we're back before you leave we can go together but if not go on ahead and we'll catch up. We have to go to Fluttershy's." Big Mac nodded again. "And . . . take care of Scootaloo." Her voice dropped a bit when she spoke but Big Mac gave no indication he noticed and simply nodded again. "Ok, let's go Fluttershy!" Rainbow Dash gave one heavy flap and was airborne while Fluttershy stayed back to give Big Mac a single awkward wave before lifting off as well and following her friend.

Big Mac watched the rainbow and yellow Pegasus vanish before he started towards the clubhouse. He had let the girls stay out in the clubhouse for the night, they were too happy to try and pull in. He would get them and then come back for Granny Smith. They could carry themselves with Scootaloo and her scooter but he would need to carry Granny Smith if they were going to make good time. He looked at the ground and thought to the two mare's faces. He had never seen Rainbow Dash so worried, Fluttershy, it was odd not to see her worried over something but for this new arrival to have the proud flier worried, it had him worried.

He was near the trees when a sound made him stop. Whistling? He turned and tried to find the source of it. The simple tune seemed to bounce off all the trees and echo around him trapping him in, something was wrong. "Who's there? Come out!" he commanded, snorting and stomping the earth under his hooves.

He heard the steady tap of hoof steps behind him in the trees and turned. He looked on in wide eyes, his heart freezing in terror. Walking from the trees was a large black Alicorn a white horn on his head, a deep black body and mane whistling a happy little tune. He looked absolutely terrifying, his eyes giving off an air of fear but the worst part was that he was not alone. On either side of him was Applebloom, Sweetie Bell and Scootaloo also whistling or trying to whistle the tune along with him. Big Mac's blood ran cold as he saw his little sister with this large Stallion. There was something not right about him and Mac couldn't shake the feeling.

"Hey big mac!" Applebloom said bouncing over to him. "This colt came up te the clubhouse an he taught us this awesome whistle. See?" The little filly began trying to whistle the tune but failed to get the tone just so. Big Mac's eyes never left the stranger's.

"Now that's no way to act. Glaring at a guest." The large Alicorn shook his head, his voice was calm and formal but oozed something sinister. "Is that any example to set for these fine young girls?" The dark stallion's wing spread to shadow the two who remained on either side of him.

"Girls. Come hither, now." His voice was low and left no room for discussion as he ordered the younger fillies.

The two next to the alicorn started to walk but from the shadow beneath the alicorn black stripes of shadow grew physical and coiled around their hoofs. Sweetie Belle shrieked and pulled with her hooves but couldn't get away from the tendrils that held her down. Scootaloo flailed her wings but was in the same state unable to move. "Ahh! Let me go! Let me go!" The girls screamed, their voices terrified.

Big Mac snorted and stepped forward with a glare as he advanced on the group.

"Ah ah ah." The alicorn said waving his hoof. Big Mac's blood froze as he saw two more tendrils rise from the monsters shadow and coil around the young fillies necks. They were both crying now sobbing as tears marked their faces. "You get violent, and I'll get violent." He warned.

Big Mac reluctantly held his step but didn't back off. "Let em go." He growled.

The dark pony chuckled. "You really have no place to threaten me. I mean you have these adorable little things to watch out for." He lowered his head level with Sweetie Belle. "Go ahead, ask Big Mac for help." He cooed.

The little white unicorn locked her sad tear filled eyes on the large red stallion. "Big mac. . ." she sobbed. "Please, I'm scared." Scootaloo was trying to be brave but was crying just like her friend.

"It's gonna be ok girls. Aint nuthin gonna hurt ya, it's gonna be ok, I promise." Mac promised with a nod. His eyes left the fillies who seemed slightly reassured at his promise and glared on their captor who's white grin was startling.

"How cute, it's almost sad. But you know it's not nice to lie." He took a step forward so he was only inches from Big Mac's snout. "Now, you want these girls to live? You get to do what I say." Mac didn't respond except to snort in the dark Stallion's face. "How about we trade? You give me her for these two?" He grinned nodding his head at Applebloom.

"Go to hell." Mac hissed the moment the words left the larger Stallions lips. "You aint taken my little sis." Mac moved a leg protectively in front of Applebloom.

"Oh now that's shortsighted of you, think about it. One life for two, makes sense right?" The black Stallion inclined his head and the tendrils around the girls tightened making them both cry out and Sweetie Belle cough as her air was hindered. Mac ground his teeth in fury. If he attacked he might not be able to stop this monster from hurting the girls but time was running out and he knew it.

"Hear those poor girls? They are going to die, you're going to break that promise." The dark one taunted. "What are you going to do?" His words were punctuated by another cry from the girls as the tendrils tightened again, the grip so tight it drew blood from Scootaloo's leg.

"Let them go!" Darkside's ears perked and he looked up to see a cyan blur diving on him from above. Mac saw his chance, lunging forward with all his might he slammed the monster full in the chest and tackled him to the ground so hard he knew the alicorn didn't know which way was up.

"Rainbow get the girls!" he yelled as he pinned the alicron's hooves to the ground.

Rainbow Dash dropped from the sky and swooped over the two girls, the shadows that had held them had faded as their master was thrown from his feet. Scooping them both up in one move she pulled over and laid the girls on the ground next to Applebloom. Scootaloo leaped around her neck and squeezed the rainbow mane in a tight hug.

"Thank you Rainbow Dash! Thank you thank you thank you!" She repeated over and over her eyes still spilling tears.

Rainbow Dash smiled and wrapped her forelegs around Scootaloo. "It's alight scoot. I got you." She said patting her mane. A heavy yell made Rainbow snap her head around and see Big mac fly in the air before hitting the ground. To her relief the Stallion was on his feet in no time and facing off against a very angry looking Alicorn.

Rainbow set Scootaloo down and faced her. "Listen Scoot, I need you to help me." The little Pegasus nodded in affirmative wiping her tears away. She had to be strong for her idol. "I need you to take your scooter and these two and got to sugar cube corner. Go there and wait for me to come get you, ok? This is really important, I need you to protect everyone alight?"

Scootaloo gave a quick Salute. "Got it Dash!" The orange fill turned and grabbed her two friends and dragged them away. Applebloom seemed reluctant to leave her brother but Scoot wasn't taking no for an answer and dragged her along anyway.

Rainbow Dash jumped back into the fight, standing beside Big mac as he shook off the dust of his last attack. "Flutterhsy?" he asked low so the other couldn't hear them.

"I sent her ahead to her place and then she's coming back. I had to check on scoot." Dash answered without taking her eyes off Darkside who was shaking his head in disappointment. "Are you okay?"

"Eyup. Just a scratch."

"Okay, that was just rude." Darkside complained as he cracked his neck. "I mean showing up out of nowhere and ruining he game I had going. I was going to have all kinds of fun with the big guy here and you drop in and ruin it." Darkside shook his head. "Makes me sad, but at least I've got you two, and besides I heard sugar cube corner right?" Rainbow's eyes widened. "I guess I know where to stop off later."

Big mac snorted to the ground. Talking was done. He charged the distance between them and barreled on the alicorn. Darkside laughed as Mac was surrounded by light and hurled aside. Dash didn't want her friends pain to be in vain and lunged right behind him hoping to knock the smug bastard down but without glancing her way Dash was driven into the ground with a burst of magic before she ever reached him.

Mac was back on his feet and on the alicorn again but the result was the same as he threw the stallion aside. Despite how hard the fall was Mac was up again. "You are a tough one." Darkside complimented as the stallion charged him again. "Ya know this might be fun. I'll give you this." Darkside faced his enemy and charged back. As the two stallions collided it sounded like a thunderclap. The two males were locked, their heads pressed together and their hooves locked in combat. "No magic, just you and me, one on one."

Big Mac tried to push the alicorn back but found that despite the small difference in their size the alicorn was far stronger. Darkside kept smiling as he saw sweat build over Mac's brow and entrie body while he effortlessly held him off.

Rainbow Dash shook her head to erase the dizziness of the blow she had received. When she saw Macintosh locked with the monster she leaped high in the air and fell down on Darkside's flank. Or she would have if not for the nearly invisible barrier that flashed up just before she connected knocking her aside and into the ground. Before she could get up two black tendrils emerged from the hole she had dug for herself and wrapped around her torso. With a flick she was hurled of to the side and into a tree, making it treble as she hit the ground.

Mac growled and pushed as hard as he could, Seeing Dash get thrown around fueled his strength and managed to push Darkside Back and inch, but no more.

"Really? Is that it?" He taunted. Big mac roared and pushed as hard as he could and only managed to force the dark stallion's hooves to slide back a few inches. "So pathetic, your no fun without the girl's to threaten."

Mac's eyes narrowed at the red eyes of his foe before his eyes shot wide. His legs weakened and he looked down to see two black spikes coming from the shadow beneath him. The spikes grew from the shadow before joining his chest, dripping crimson blood.

"No more fun." Darkside said as several more spikes erupted from the black pool beneath them and impaled the stallion across his chest and stomach. The red stallion quivered as the shots hit him but couldn't find himself able to cry out. The spikes hurt but he couldn't scream instead his legs buckled under him and he fell back. The spikes withdrew from his body and let him fall all the way to his belly on to the ground.

"Nooooo!" Rainbow leaped from the dirt and sped towards her friend. Darkside chuckled as he picked up the injured Big Mac with a glow of magic and hurled him at the flying Rainbow. The blue Pegasus had no chance of catching the larger Stallion and his weight hit her like a cannonball throwing them both to the ground. Rainbow quickly climbed out and looked over the large red Farmer. His coat was darker shade of red all over, stemming from the many jagged holes that ripped across his entire body. The cyan Pegasus felt herself crying as she touched the red coat. Each breath the large farmer took was wheezing and strained. His eyes remained wide as his body shook.

"Dash. . ." He breathed, his voice horse. "Run. Save. . .Applebloom." each word seemed to force a fresh pump of blood from his wounds. Dash couldn't think of what to say or what to do she could only cry as the strong Stallion took few more strained breaths before screaming in pain. Blood dotted her blue coat as three more black spikes erupted from under the Stallion, piercing him one final time. His eyes closed in a grimace of pain before relaxing and his whole body ceased moving.

The spikes retracted and Dash glared at their master, standing not far from her shaking his head. "What a shame. He was so strong too."

"Big Mac!" The little voice cut Rainbow's soul as she looked to see the three fillies in their cart, Scootaloo on her scooter, but they had paused to look back. Applebloom was in tears trying to jump out of the cart Sweetie Belle the only thing keeping her back. Her eyes were flooding tears as she cried to her brother. "Get up Big Mac! Big Macintosh!" She howled reaching for her fallen brother.

Scootaloo looked from the large red Stallion to her hero, her own eyes red with tears. Darkside was smiling. "Come here girls, why don't you play with Big Macintosh?" He hissed as his horn started glowing.

"Don't you dare!" Rainbow Dash was across the grass and slammed into Darkside before he could even turn. "Scoot! Run! Keep them safe!" Dash called as he slammed her hoof across Darkside's face. Dash didn't see it, but she heard Scoot's scooter and could hear Applebloom's screams dying off in distance while she beat the black alicorn. Her hooves rose and fell again and again, smashing across the monster's face with each hit. With each blow her tears grew till she was sobbing as she hammered on the larger stallion under her.

With a burst of light she was no longer on him and was instead on the ground against a tree. She looked up and saw Darkside on his feet, his face not showing any signs of her beating. "You seem angry, is everything okay?" He asked in mock concern.

Dash's only response was a cry of rage as she flew at him again. Just like before however a violet shield stopped her assault and sent the Pegasus into the ground. This time Dash was on her hooves in a second and lunged again. Again she was knocked aside with a shield, but she was up again and attacked again. After several fruitless tries the cyan Pegasus rose up again but her body shook and her head fell as she sobbed. Her will died as she fell to her belly sobbing, her rage dying.

"Already giving up?" Darkside said closing the distance between them with slow steps. "Come on, I was hoping for more. Is that really all the fire you have to give for this one?" he gestured towards the lifeless body of Big Macintosh.

Rainbow huffed and snarled as she pushed herself back up. She glared up at the monster before her, his shadow smothering her like a dense fog. Despite the tears in her eyes and hate in her heart, she was defeated. Her fire was gone from her eyes and she looked up in absolute despair. She could only give Big Mac the slightest glance before sobbing again.

Darkside frowned over her. "What a shame. Already broken you eh?" He shook his head as the shadows swirled around him, gaining the sharp edge of a knife. "Guess this game is over then."

"Dash!" A tiny voice made both of the ponies look up to the sky. Hovering above tem was small yellow Pegasus, her eyes wide and wet with a small white fur ball on her back. Her eyes darted between Rainbow on the ground, the large imposing Darkside and the lifeless body of the red stallion beyond them in confusion and fear. "W-what happened?" She cried.

At the sight of this new arrival Darkside's face twisted back his old grin. "Oh, Fluttershy, right? How good of you to join us." He turned from Rainbow and faced the mare in the sky who pulled away as if she were going to flee. "Now don't run. There's no need to be scared, just come down and ahhhhhhh!"

The speech ended with the large Stallion howling in pain. He flung his head around to revel a blue and rainbow colored spot on his back. "She fucking bit me! Get off me you stupid bitch!" He thrashed around as Rainbow dug her teeth deeper into the shadow stallion's neck. Darkside bucked and thrashed around trying to dislodge the small mare from his back but his thrashing was making the wound worse as Dash held her teeth in place.

Dash was being thrown all around but she only bit harder tasting the vile demon's blood as he tried to throw her off. The move was desperate and born more from anger than any sort of plan. The monster gave a final roar and flared out his wings finally dislodging the Pegasus rom his back. Dash landed on her hooves and glanced up to Fluttershy who was still hovering in fear. "Fluttershy Run!" She called as she leaped into the air towards her frozen friend.

Fluttershy twisted in midair and turned to flee with Rainbow Dash behind her but a scream made her turn aback. Rainbow had only been a few feet off the ground when a glow of dark violet magic grabbed her wings and held them in place. The grounded Pegasus had tried to run but she couldn't get away from the alicorn that quickly closed the distance. Darkside's shadows snaked from the ground and no matter how fast Dash moved the coils were faster, trapping her legs and holding her to the ground.

Fluttershy forgot her own fear for a moment and rushed down to her friends aid. Her hooves wrapped around Dash's neck pulling on the cyan Pegasus to get her free, but she simply wasn't strong enough to break the shadowy binds over her friend. The yellow mare was so focused on helping her friend she didn't see the black coils creep from the ground to capture her own legs and wings.

Fluttershy shrieked when she felt the intrusive shadows hold her down. She continued to try and move Rainbow but now she too was trapped on the ground with her friend at the acorn's mercy. "How cute, you came back for her. Isn't that sweet?" Darkside mocked.

"Let her go! Take me, but her go!" Dash screamed as she pulled against the shadows. Fluttershy was crying in front of her, the yellow Pegasus' fear returning and overwhelming her. "We're gonna be okay Fluttershy, I promise! I won't let him hurt you." Dash tried to assure her friend, but her own tears weren't helping.

"Oh how cute, you're going to protect her? You want me to sacrifice yourself for her? How noble." His voice dropped as he pat the last word. "You sure seem to care a lot about this one." He mused as her slowly circled the trapped Pegasus. "Maybe, more than I friend I'm sensing?"

Rainbow Dash looked at Fluttershy, the two holding their gaze. "So what?" She spat at the monster around them. "Just stop this, let her go!" She screamed as she struggled against the bonds. "She hasn't done anything to you, just let her go." Dash gave up struggling and sank sobbing on the ground. Fluttershy leaned over to her friend, only able to touch her muzzle to Dash she tried to comfort her, but words were not in Fluttershy's power at the moment.

"Oh it's so cute. The two little flying ponies get to be in love in the end." The black alicorn chuckled as he rested behind Rainbow Dash. "Ya know, you seem like tough one, fun to break ones like you." He whispered to her ear. He stepped past her and loomed over Fluttershy. "Let's see how tough this little flower is." He smirked as more tendrils came from his shadow. The tips twisted to sharp knives and darted at Fluttershy.

The first tendril barley scratched her face, leaving a tiny red trail of blood as it grazed her. The second lashed her leg, again only barley cutting the skin and electing the smallest amount of blood. Darkside was quietly laughing to himself while Fluttershy grimaced with each cut trying not to scream or cry with each hit for Dash's sake but when another lashed across her muzzle she couldn't help but cry out and weep. Darkside seemed pleased with the reaction but he was more happy with How Dash thrashed against her binds, the Rainbow mare was forced to look in her friends face as the blades slowly cut her body, turning her yellow coat red with dots of her own blood.

Dash Snarled and put everything from her mind. No matter how much the black snakes around her legs hurt she gathered all her strength and lunged. She felt the skin of her legs peel from the hard tendrils around her but the pain only helped drive her forward more as she moved from their grip just far enough to reach the Stallions leg. Her teeth bore down deep into his leg just above his hoof and the monster howled in pain again. The grip on her weakened more and her wings even fell free. Dash gave one heavy flap and threw her whole body up, smashing the horses jaw up with her whole body and staggering him. She didn't stop there as she summersaulted back, her hooves coming down and smashing the large monster's face to the dirt before he could recover from either of the first two attacks.

Fluttershy quickly leaped up and away from her attacker but Darkside's anger was focused on the cyan colored Pegasus with fresh blood in her teeth. Before she could turn and run, Darkside leaped after her bringing one mighty wing out and slamming her whole body to the ground. Dash landed on her belly and tried to Raise but a heavy weight drove her to the ground as the hoof printed on her back. Darkside loomed over her, huffing deeply. One of Dash's wings was pinned and it hurt so much she thought it might be broken. She glanced up and Saw Fluttershy above her, hovering the air trying to decide whether she should return to her friend.

"Run Fluttershy! Go!" She called with what breath she still had.

"But Rainbow . . ."

"Go!" She screamed as loud as she could just before Darkside raised his hoof and stomped her down. Fluttershy turned and fled faster than she had ever flown, tears leaving a shimmering trail behind her.

Dash smiled to herself. At least she got away.

Darkside was not as amused. His face twisted to fury as he lifted up the injured Pegasus and slammed her harshly on her back. "You think you're clever?" He spat, his teeth bared with blood. "You really think that little one is safe? You insolent little Bitch!" He raised his hoof and slammed it on her stomach robbing her of her air.

He finished his statement with a single tendril of dark snaking around Dash's neck. The coil tightened and cut into her throat. Dash grabbed at the bind but couldn't stop it from cutting off her air. She coughed and choked as the monster above her watched, his face somewhere in a state of happy and furious. Just was her vision started to blur the coil loosened and Dash took in a great gasp of air trying to refill her tortured lungs. Despite the tendril leaving her she could feel the blood where it had cut into her neck.

Darkside smiled over her. "I feel you need to know, that little one you think you saved, I'm going after her next." He hissed into her face. Want to know what I'm going to do?"

Rainbow growled and struggled in vain against the larger horse's hoof on her chest pinning her to the ground. "Don't you touch her!" She screamed.

"Now there's the fire from before. Good thing that yellow one showed up or this wouldn't have been any fun." He chuckled over her. "Ya know, it's a good thing you love her, or this would have gotten boring. It's so much fun to watch lovers bleed."

"Shut up!" Rainbow thrashed again but this time Darkside struck down knocking the wind out of her.

Darkside leaned in to her, his snout inches from hers. "But you don't understand how much you've lost? Do you?" His eyes held hers.

"We haven't lost yet! Twilight and the others are gonna beat you!" Dash yelled defiantly.

"Oh you misheard me, I said _you_ lost. By that I mean just you." Darkside's smiled widened. "It's because of you that the big red one is dead. And it's because of you that the yellow one came back and I'm going to find her next."

"No you killed Big Mac! You're a monster!" She screamed, tears in her eyes from the memory of Big Macintosh.

"Come now, don't be a little fool. It's because of you." As he stared down his eyes began to gently glow violet. "All your pride, all your strength and all your speed and what could you do, hmm? Nothing. All you could do is cry while he died in front of you. You couldn't even avenge him, and now you've doomed that poor little Fluttershy. What will they all think?" he asked shocked.

Rainbow hesitated. "W-what do you mean?" She asked her voice trembling.

"What will your friends say when they see you let Big Mac die? That you didn't save him? He died because you were too weak, because for all your dreams and training you're still nobody!" He hissed the last word making her cringe. "They will all hate you, hate you and curse you for letting him die and for not protecting that cute little girlfriend of yours. She's so sweet, what will they say when she's dead and it's all your fault?"

"Y-your w-wrong." Dash whimpered between sobs. She knew it though; her friend's would hate her. What would Applejack say? What would Twilight say? What would they all say? She was supposed to be the strong one! She was supposed to be the one who protected all of them. She was supposed to take care of Fluttershy and protect her. She had promised.

"You know I'm not Dash. Look." He used his power to lift the limp Rainbow Dash up and drop her next to Big Mac's body, a large pool of Blood under him now. "This is what you did. This is your fault, because you are too weak, and now they will hate you for it." Despite his words Darkside's voice was calm and soothing.

Dash fell over Big Mac, her sobs slowly built as she cried into his mane. The blood that stained her coat she ignored, it seemed right to mark her as the murderer she was. It was her fault! It was all her fault! How could she let it happen! Why was she so weak? She bawled into the stallion's mane and felt a gentle hoof on her back. She turned and saw the large alicorn over her. "What can I do?" She asked in desperation. "I'm so sorry! I-I-I'm s-s-s-sorry." She sobbed.

"There's I only one thing to do." He whispered to her ear. "Run. Run far away and never face them again. They can never hurt you for your weakness, never blame you for your fear or cowardice if you never see them again."

"B-b-but they m-my friends." She choked on her tears as she tried to wipe them away only dirtying her face with dots of blood.

"They can never be your friends now Dash. They will hate you, they will curse you, unless you run." He hissed the last word and Dash flinched. She was still wailing and crying as she rocketed up into the night sky, a sparkling trail of tears marking her departure. On the ground below Darkside laughed a deep hearty chuckle at his work. He watched the Rainbow vanish from his sight somewhere among the clouds above. "Run away you silly little girl." He smiled to himself.

He turned the direction the yellow one had flow and spread his own wings to pursue. _One down, now on to her little girlfriend._

**I kinda had more fun with this one cause I got to really let Darkside out of the bag. But there is still so much more he can do. Drop a review if you like it. **

**Just realized this one is way longer than my other chapters. Not sure if bad thing or not, eh, bye bye.**


	6. Chapter 6

**Generic disclaimer**

"If you want to ask something just ask already."

Twilight jerked out of her thoughts at the sound of the stallion's voice. Lloyd was curled up on the far side of the room, staring out the window like a watchdog. He had hardly moved since Luna, Rarity and the others had left but then again neither had she. Twilight had remained by Celestia as the princess slept away her injuries.

"I can feel your eyes burning a hole in my back, so either ask me what you want to ask or quit staring. It's creepy." Lloyd said without turning around.

Twilight was a little upset with how rude he was being but she pushed that thought aside and decided to be formal. "Well, to be honest, I don't know what to ask. There are so many questions."

Lloyd turned away from the window and looked at Twilight, His eyes were half lidded as though he were about to fall asleep but closed them and opened them again with new vigor like he was trying to wake up. "Then ask whatever you want. We can't make a move until the others return or Darkside makes a move so we have time."

Twilight stared at the stallion before looking back at princess Celestia next to her. "Well, okay, what you did for the princess earlier, well, what did you do exactly?"

"I healed her." He said as simply as if he was stating the color of the sky. Twilight narrowed her eyes making the grey stallion sigh. "Okay I'll be more specific. Part of my powers is the ability to erase injuries, heal people. So, I used that power to heal the injury as much I could, but I didn't want to use too much power so can't heal her all the way."

"Wait, so could you heal the princess so she would all better right now?" She asked, her voice getting higher.

"Yes I can, and to answer your next question, no I'm not going to." Lloyd said shaking his head.

"Why not?" she snapped back.

"Look, to heal her back to 100% would take a lot of power from me. I could do it but I won't be much use against Darkside for a while, which is more important." Lloyd explained, his voice low and firm.

"But the princess is powerful, she could help us if you could help her." Twilight argued.

"That power is exactly what worries me." He said shaking his head. "Even if she could help, I know more about Darkside and can fight him better. What's more if she was at full power and Darkside used his power on her he could turn her against us. And I don't want to go through that again."

"The princess would never. . ."

"I know it doesn't seem like it." Lloyd interrupted her. "But you don't know Darkside's power like I do. He can turn any of us against each other if he really tires, except me." He snapped rather angrily. His face lowered when he saw twilight's sad face. "Look, I know I'm being harsh and you want to see her awake and moving again, but trust me when I say that she's fine and she will recover. For now we have to fight on our own though."

"You sure do ask for a lot of trust." Twilight scoffed.

Lloyd dropped his head. "Yeah I know, but I've been through all of this before so I know what I'm doing. I just don't want a repeat of the bad things from the past."

Twilight's face fell when she saw how sad the colt appeared. "I'm sorry, it's just you show up out of nowhere right as this monster attacks the princess, it's just . . . hard to follow."

"No, it's fine. You should be careful who you trust." He paused for a minute as he looked out the window again. "For what it's worth, I'm sorry, for all of this."

"All of what?"

"For bringing Darkside here, for not being able to protect the princess, for all of it. This place seems so nice, it's just wrong to let something like Darkside loose here." His voice was lower than before but Twilight couldn't see his face to see if there was any other sign of sadness.

She didn't know what to say anymore to the grey colt and another eerie silence fell over the library. The only sounds that of Celesta's deep breathing.

"You're doing it again." He said and Twilight blushed when she realized she had been staring again.

"Sorry, but can you answer something else?" She asked.

"Of course, what do you want to know?" He said in a less than sincere manner.

"Well earlier you said Darkside's power could turn anyone against each other." Lloyd nodded. "But it doesn't affect you right?" He nodded again. "Well, can you teach m-"

"No." he cut her off again. Before she could ask why he held up his hoof to silence her. "Look, the ability to resist him is about confronting the darkness in your own mind, defeating and accepting it as a part of yourself. One, it takes too long to learn and two, well, it's not something you want to go through."

"But if it can help then I need to learn. I promise I'll learn quickly." She said standing up.

"No. It's not a matter of learning quickly, its . . . unpleasant. To learn you have to be exposed to Darkside's power and bring yourself out of it." He sighed. "And I'm not putting someone else through that."

Twilight narrowed her eyes. "What are you so afraid of?"

"I don't know maybe the complete psychopath running around your town who gets pleasure from tormenting people! Maybe the fact that no matter how hard I fight he's always won! That power you want to face has turned some of the best people I know insane! Even I can't always fix that!"

"You don't have to be so mean!" She snapped back her patience wearing thin.

Lloyd bared his teeth but closed his eyes breathing deep. After a moment he was calm again. "I'm sorry okay. It's just . . . it's been a bad few years. I guess I'm just too used to dealing with Darkside." He shuddered as he spoke. "That's a scary thought."

"How long have you two been fighting?" She asked, thankful his tone was softening.

He stared at the ceiling deep in thought. "Well I guess its been a few years. More than five less than ten." He shrugged. "Can't be completely sure, but we fought him for three years in my world. We were only in Farela for a few weeks but we were in Gimel for ages it felt like."

"Farela and Gimel? What are those?" Twilight asked.

"Oh, those are the other worlds we've traveled through. Like this place is . . . uhh, what is this place called?" Lloyd said a little embarrassed he hadn't picked up on it.

Twilight giggled a little at the fact the colt was actually unsure of something for once. "We're in Equestria, the town here is ponyville." She explained.

"Equestria? Makes sense I guess, what with us being ponies." He mused.

"What about you? What is your home called?" She asked with a smile.

"My world is called earth. It's really different from here." His eyes fell. "And far different than what it once was."

Twilight turned her head. "Darkside changed it?"

Lloyd shook his head. "He destroyed it. When we finally managed to fight him down he had turned most of the world to ash and driven most everyone insane. It was truly hell." He shook his head.

"Tell me about it." Twilight said turning away from the princess and facing him.

"No, it's not a good story. Besides its . . . It's not right, what with what's going on." He said turning back to the window.

"We've got time, and you said you would answer what I asked." Twilight said, perhaps a little smugly.

He glanced over his shoulder at her, something akin to annoyance on his face. "Fine but on the condition you tell me all you can about this world. The more I know the better, it will give us an edge over Darkside."

Twilight gave a confident grin. "You're asking the right pony."

. . .

Fluttershy hit the door without trying to work the knob. The wooden door flew open to allow its master inside before she bucked it closed. The pink maned Pegasus was still crying as she slammed her back to the door and fell to the floor. She pulled her knees tight to her chest as she tried to control her rapid and random breathing and her trembling body.

"Big Macintosh." She sobbed to her legs. What happened? Why did all of this have to happen? Rainbow Dash. She jerked up. She left rainbow with that monster, but he was so scary. The little Pegasus shook he head, unknowingly throwing the tiny rabbit from her back on the floor. "I'm sorry angel." She apologized more from instinct than any actual sorrow. Her mind was fixed on the friend she left behind. Dash had told her to her, it's what she said to do, and Fluttershy had to listen!

The logic didn't make the memory any better. Her friend could he hurt or . . .or. Fluttershy shook her head. "No. Dash would never let that happen." She told herself. "She's too strong." Fluttershy stood with new determination. Her cuts stung a bit but she pushed it aside, putting Dash in her mind. "For her, I'll be strong. I have to go and tell twilight. I can't help but maybe she can." Angel, who had been sitting in front of her, nodded vigorously before hopping back into her mane.

She turned and opened the door with new determination in her eyes. The pain from the many cuts she had was intense but nothing compared to what Rainbow Dash had sacrificed to save her. _For you Dashie._ She took the door and opened it.

Darkside's massive frame blocked the doorframe.

The little filly lost all her will when she saw those dark red eyes swallowing her from beyond the door. "Hello Fluttershy." He said with smile.

"Eep!" She squealed jumping back deeper into the house. Darkside chuckled and stepped over the threshold. Fluttershy flew behind her couch peeking over it to see her dark visitor. "W-w-w-w-what do you want?" She stammered meekly.

Darkside was using all his willpower not to laugh at this little thing. She was terrified of him! Sure he was used to that, he loved it, but he didn't even have to do anything and she was flying around in absolute terror. "Oh come now, I'm not going to hurt you." Fluttershy rubbed the cuts she still had from earlier. "Now now, those were to make a point to your friend."

His words make her fear stricken mind click. "Where is Dashie?" she asked

"Dashie? Oh that's adorable." He laughed. "Dashie's gone. Before you take that the wrong way, I mean she's dead."

Fluttershy's eyes widened her, pupils shrinking to the size of a pin. "No." she whispered. "That's impossible."

"Oh it is quite possible. I killed her, cut her neck to be precise." He mimicked the action by sliding a hoof across his own throat. "She died in tears, crying out your name if it's any consolation."

The little yellow Pegasus was against the wall her eyes dripping silent tears. "No. Dashie can't be gone. She's too strong to die." Her voice was barley a whisper in the quiet home.

"Yes, she's dead Fluttershy." He gently touched her snout and forced her to look at him. "And it's because of you."

The filly pulled back trying to press herself through the wall. She didn't speak, she only shook her head, eyes spilling tears across the rest of her face.

"Yes, it's because of you." He nodded. "You ran away, you left her with me. You saw what I did to Big Mac and you left her there, running away like a scared little kitten. That fear you have, it cripples you, it cripples those around you." His voice hissed in her ear.

"No, Dash always said it was okay I was scared. She said it was okay because she was strong so I didn't have to be." The little mare sobbed trying to block out the evil stallion's words.

"She cried out for you Fluttershy. She was begging for you to come back to help her. And you ran away. She knew you were weak, that you hide from everything. And because of that fear she got caught, got trapped and killed. All because of the scared little filly she loved." He was bearing over her now, forcing her to shrink to the ground. Her hoofs over her head as she sobbed loudly into her mane.

"You're just a burden. All your fears, all your weakness, made you a burden to her and to them. And that burden got her, the one you loved, killed." He leaned down to her ear. "If you were any kind of decent, you would save them the pain of their burden. You would take it away from them."

There was a thud and Fluttershy opened her flowing eyes to see a kitchen knife sticking in her floor. "End their burden Fluttershy. You've caused so much pain already. You should join your lover Dash, it's your fault she died. Its only right." He hissed into her ear as he stood over her.

The little Pegasus was curled into a ball on the floor, her wings and legs wrapped around her as she sobbed and cried into herself. The floor was wet with her tears mixing with the blood from her cuts. In front of her in the floor was a knife from her kitchen waiting to be used. Darkside lashed out with another shadow tendril to cut her leg but she didn't even react to the fresh cut and blood. She kept sobbing. Darkside heard Rainbow dash's name in her whimpers a few times and a storm of apologies. Each crying word was like a song to him.

He turned and left. He was done here, the idea planted. Now it was just a matter of time till she would finish her own story. There was no better way than this to leave someone, so broken death was a release. He laughed as he took to the sky relishing in the pain that was behind him

Fluttershy couldn't stop crying. Images of Rainbow Dash flooded her head. The sonic rainboom, Rainbow Dash standing up for her when they were just fillies, the time Dash finally said how she felt and the nights they spent together. Then another image, Rainbow Dash on the ground screaming for her to run, the last time she had ever seen her. Now it was all gone. Dash was gone and it was all because of her, because she was too scared to help. "I'm so sorry Dash." She sobbed into her wing. She was always hiding, always hiding because she was just a scared little nopony who couldn't do anything, Dash had always been her reason to be brave and now she was gone, she was gone because Fluttershy was a scared little weakling! She sobbed harder and started screaming. Never before had Fluttershy made so much noise, but her cries wailing into the night sky could be heard for miles.

She glanced up to the knife. She had to make sure she never did this to anyone else, that she never caused so much pain again.

She thought of Dashie as she reached for the knife.

**To be honest I feel this one could have been better. Let me know what you think. **

**As always it's time for me to beg for reviews, since they make me happy and encourage me to write more. **


	7. Chapter 7

Twilight listened intently to everything Lloyd said as he described his world, be it only briefly. The place he lived was covered in large buildings three or four times the size of the ones in Ponyville. Not quite the size of the ones in Manehatten or the older buildings in Canterlot but still large. The people were humans, tall with no fur or cutie marks, and didn't control the weather or even have magic! It seemed like a sad world to be honest, the world he described seemed bland and simple and so unhappy. But the way he described it made it sound like all he wanted was to have it back.

Then he mentioned Darkside. The day the monster had appeared it had gotten worse. No one could stop him as he destroyed the world and drove people insane. Death and destruction covered the world the only reason Lloyd was spared was the powers he obtained. He tried to fight the monster time and time again but Darkside was too strong. Finally he confronted Darkside with a final attack. Lloyd, his friends, and all that was left of the armies joined to fight Darkside. They wounded Darkside before Lloyd used the book that had created him to seal him away hoping he could trap the monster where he had come from.

"Once I realized he had just run and not been beaten I knew I had to go after him. I said goodbye to my friends and followed him." He finished.

"How did you know he wasn't beaten?" She asked.

"I don't know." He shrugged, much more solemn now. "I just . . . knew. I read the book and I could just tell. I'm not even sure how I followed him the first time. It was just instinct I guess." He sighed. "So now you know about me and my world, tell me about this place." For the first time in long time, he smiled.

Twilight obliged and ranted for what seemed like forever over Equestria's history. She spoke of the history of Princess Celestia, the banishing of nightmare moon, her return and defeat by the elements of Harmony, the Joining of the three tribes ages ago, the return of Discord and his defeat again by herself and her friends. She spoke so quickly and with so much energy it would have made Pinkie Pie proud. Lloyd was at a loss to do anything more than stare blankly. It was a lot to take in, not that he wasn't catching it, it's just she was talking so fast! He had her pegged as this shy little bookworm but it wasn't the first time he was wrong.

Twilight was happy. For the first time that night she felt happy. It was nice to be able to just remember all that she had learned and share it with some pony else. All her lessons with princess Celestia, all that she had shared with her friends. Recounting it all brought a genuine smile to her face in spite of all that was happening. It didn't take as long as she thought, maybe she was talking too fast? When she finished with all she could think of, ending with how she had been studying the magic of friendship with her friends, she looked happily at Lloyd while he stared back.

"That really is something." He admitted. "Seems you've had an eventful life."

"Yeah, it's been a lot of fun, but also really hard." She mused. "I couldn't have made it this far without my friends."

"I promise you this now." She looked back to Lloyd's face, but he was facing away. "I won't let Darkside do the same to this world he did to mine."

She nodded. "I know, we'll beat him. You seem to forget you have the elements of Harmony backing you up, we can't fail." She said proudly. "Then maybe you can tell me more about your world when this is over." She giggled. "These 'humans' sound interesting."

Lloyd seemed to find this funny. "Sure, I guess you could call us interesting." He chuckled.

Twilight smiled but lowered it with a raised eyebrow. "I've been meaning to ask, you said that this book is what let you beat him before right? The book he came from?"

"Well yes and no." he shrugged. "The book is where he came from and it seems to be the gate we both use to jump dimensions. I thought I could put him back in the book and undo what he had done that way, but I was wrong. Turns out I can only use the book to throw myself or him through dimensions. I used it again in Farela when it was clear we had no chance of fighting him off. I used it to chase him after that and in Gimel we hurt him bad again. He was still too strong though, still was killing people. I used the book again to throw him away and chased him." He looked up sadly. "And that brought him here."

"So you've never beat him?" She asked a little disheartened.

"Well, no. I've hurt him, wounded him, once I even though he was dead but he seems to recover from any damage I do. The only thing I've been able to do is to contain his damage as much as possible and throw him to the next dimension when he does too much damage."

"That doesn't seem like a good plan." She said flatly.

"Yeah, I know. But I can't find any way to beat him. He's been injured before but he's always one step ahead so we can never do as much damage as we need to. Even in Gimel we had an army backing us and he managed to turn half of them against us and after the infighting was done most of them were dead and Darkside was fighting off a much smaller force." He sighed. "I had to use the book to make sure he didn't kill everyone. Gimel was the closest we ever came to killing him, but I couldn't bear the idea of Him taking that whole world with him just so I could kill him."

"How are we supposed to beat him then, do you have any kind of plan?" Twilight said, her temper rising.

"Like I said the only plan I have is to try and contain him. He can be wounded just like anyone else. You cut him he bleeds, you hit him he bruises. He's tougher than normal but I've made him run once or twice." Lloyd seemed much surer of himself. "Trust me, I can fight him on even ground, I'm stronger than I was before."

"What about the book?"

"What about it?"

"Well you said that you've used it to throw him through dimensions before, so we could use that right? Just throw him off to another dimension?" The purple unicorn asked hopefully.

"Well yeah I suppose we could." Lloyd said shrugging his shoulders and looking away. "But there's a few problems with that. First off, Darkside is no pushover, I'm not sure if the spell would work to send him away if he's not hurt. Second, I uhhh. . ." The colt slowly glanced at Twilight through the corner of his eyes. "Lost it." He whispered.

The purple unicorn stared back in disbelief. "What?!" She screamed. "You lost it!"

Lloyd chuckled slightly trying to hide behind his brown mane. "When I came here I started trying to chase down Darkside and when I saw the battle going on between you and him I moved faster. In my rush I dropped the book, but I couldn't go back for it or I wouldn't have been able to come help you and the others when I did."

"Welll-well-well, go get it." Twilight stammered.

"I can't. I don't even know where I dropped it and I can't leave you here alone." Lloyd said firmly. "With any luck we won't need it but in truth I would like it back. As I can I want to go find it, but I can't leave you here unprotected." He tried to calm the irate unicorn as she paced back and forth.

"Uggggg." She sighed collapsing on the pillow by the couch.

"I know it seems like a lot, but trust me I've seen all of this before, we can stop him without the book we just need to work together and keep everyone together." He stood next to Twilight and gently pat her back. "Darkside is afraid of me, he's never said it but that's why he never fights me head on when he could. He always tries to weaken my allies first, I know it. We can win and we will figure out a way to beat him."

The unicorn glanced at I'm through a half closed eye. Her mouth slowly turned to a smile. "It wouldn't be the first time we fought against the odds." The words were, less than comforting, but there was at least a sense of confidence in the Unicorn's tone. She abruptly stood up. "I need some tea, would you like some?"

"I would love some." Lloyd's stomach suddenly growled very loudly in the silence of the library. He smiled as red flushed his cheeks. "Uhh, maybe some food, if you don't mind?" He smiled.

Twilight giggled as she stepped to the kitchen. "Sure thing I'll be right back." She disappeared into the next room and Lloyd settled down on the floor. All the talk of Darkside was getting him bummed out again. He had always tried to think of something that would let him win but never had any idea come. They needed a miracle.

He groaned and raised his head again. A noise to the left made him jerk his head. A new being had entered the room. At the top of the stairs was a small purple and green . . . dragon? It was tiny, maybe a foot or so tall with purple scales and green smooth spikes along his head and back. The little creature was staring at Lloyd. His gaze was less than comforting.

"Hello." He said very quietly to the dragon. If ponies could talk here, maybe dragons could too.

"Hi." Came the quick and curt reply. He sounded like a kid, a boy to be exact. "Who are you?"

"I'm Lloyd." He said back as quickly as he was asked.

"I'm Spike."

"Good to know."

"What are you doing here?"

"Helping Twilight and the princess."

There was a pause in their snapping conversation as Spike glanced from the grey colt to the Princess unconscious on the couch with no Twilight in sight. "Doesn't look like it. Where's Twilight? Did you hurt her?" The little dragon was growling ever so slightly advancing down the stairs.

_Who the hell is this kid, their guard dog?_ Lloyd thought but controlled himself. His last encounter with a dragon was not one he wished repeated, child or not. "Twilight! There is a small angry dragon in here." He called not taking his eyes off the angry little purple scaled being at the base of the stairs.

. . .

"I'm telling ya we need yall help right now!" Applejack slammed a hoof on the counter. Her and Pinkie had been at the hospital for several minutes already and had only just now gotten Nurse Redheart to even look at them. The hospital was nearly abandoned but the nurse seemed firmly against helping him, despite Applejack's pleas that it was a royal emergency.

Nurse Redheart huffed. "Like I told you before, we are short staffed tonight. Besides me there is only one other Nurse and only one Doctor, we can't go trotting off at your beck and call! We have patients to care for." The white pony snapped back at Applejack from across the counter.

"But this is a royal emergency!" Applejack growled. "The Princess herself sent us over here to get help! Ah don't care what you have to do, but we need a doctor right now!" Applejack's patience was all but gone.

"Ugh! Fine, if what you say is true I'll help you." Redheart shoved her snout in Applejack's face. "But you two have to help."

"Sure well help! Do you need us to be doctors? Or nurses? Or doctors and nurses? Or just fetch things? Can I do open heart surgery? I always wanted to but people always said 'Pinkie you'll kill somepony! It's dangerous!' but then I always said . . ." Pinkie's rant was cut short by a large roll of gauze shoved into her snout.

"First, you stop talking." The nurse said angrily. "Second, I'll get the doctor if you two go and get me all the supplies we'll need." Redheart quickly jot down a list on a piece of paper and handed it to Applejack. "And hurry up! If I'm waking the doctor up we shouldn't keep him waiting because you two are being slow and stupid." The nurse snapped.

"Aint no need to be so harsh." Applejack grumbled taking the list and dragging Pinkie pie, who was still rambling through the gauze roll, towards a large set of double doors. "Back here right?" The orange mare nodded her head to the darkened hallway. The nurse violently nodded and gave another annoyed sigh. Applejack swallowed her pride for the moment. She was being so mean, but the farmer knew she could scold the nurse at a later time when they didn't need her help.

As the two ponies disappeared through the hall the nurse scoffed. "Idiots."

"Yes, indeed they are." A dark voice made her turn around. A massive black alicorn towered over the nurse seeming to appear from nowhere. "I see they showed up, just as I said." He whispered.

The nurse sneered in the direction the mares had left. "Just like you said. They came in asking for help, like they all do! Bucking jerks! Always asking for me to help them and never show any gratitude!" The nurse spat her words with angry edge.

"Yes, they always look down on you. No reason why you shouldn't get a little payback." Darkside smiled. "You cut out the lights?" The mare nodded. "And moved all the patients to the other floor?" She nodded again. Darkside had to contain a giggle. Stopping by the hospital on his way in town was a great call. He found this lovely little mare with so much anger pent up, it was sad how easy he turned her. "Well done, you've been so helpful Nurse Redheart."

The nurse smiled happily up at the large and kind alicorn. "Thank you." She giggled. "It's so nice to be appreciated."

Darkside looked down on the mare. No point in loose ends. He put a hoof on her shoulder and she looked over her shoulder at him just as a black arrow erupted from her chest. The nurse's eyes went wide as blood dotted Darkside and herself. Her mouth opened to scream but another black tendril coiled around her mouth sealing in the scream as a muffled noise.

"You have been so helpful dear, now do me a favor and die." The tendril tore from her chest making the nurse scream another muffled cry. Her eyes were streaming tears as he slammed her to the counter with his magic, blood pooled across the tile as she looked up at him. Her eyes started to swim in the haze of pain and blood loss. "I feel like you need to know. Those poor ponies you just helped me trap, they are in for far worse than you, if that makes you feel any better." He almost giggled in delight.

Redheart's eyes widened in shock a realization and sudden guilt dawning in them. "Ohh yes." Darkside cooed. "I love those eyes!" He leaned in pressing his face to hers. "Those eyes with so much fear, and pain and guilt!" He chuckled. "Die with those eyes my dear." Two black Tendrils twirled above her before driving down. One thrust into her chest piercing her heart and lung while the other coiled around her neck, the razor edge slicing her white fur and skin staining it red. She tried to scream but the tendril around her mouth muffled her. Her scream devolved to a sick gurgle as her throat and lungs filled with blood. The sobbing nurse looked on the demon above her as her own blood and pain drowned her.

Darkside never left her sight, watching her eyes as the last of her life faded. When the mare was completely still he stood back and let her body lay across the counter, blood spilling across her defiled white form across the marble counter and tiled floor. Her eyes looked empty towards the sky as her blood continued to flow like a river across the smooth marble counter and pool over the floor. He smiled at the wonderful sight.

. . .

"Why is it so dark?" Pinkie asked huddling closer to Applejack. "It's creepy. Super spooky!"

Applejack didn't speak. The halls were dark, almost every light was off, most of the light coming from the windows and the moonlight outside. "Ah don't like this." Applejack whispered. "Why didn't Redheart tell us it was so dark?"

"I don't know. She seemed to be a real meanie pants tonight." Pinkie was still smiling but her voice was lower and trembling a bit. "I don't like this Applejack."

"Now it's gonna be ok sugarcube." She said patting Pink's back. "We're gonna get these supplies and go help the princess. Then we'll kick that monster Darkside back where he came from." Applejack smiled to her friend and hugged her close. "Now come on. We got to get all this medicine for the princess, come one." Applejack smiled and was happy when Pinkie started bouncing about as usually did.

"This looks like the medicine closest." Pinkie said poking her head in the apriority labeled door. The inside was almost pitch black with no lights on inside and no windows to let light in.

Applejack flicked the switch but got no response. "Ahh what in tarnation is going on?" She groaned stomping on the ground. "I'm gonna go get Nurse Redheart and find us some lights. Pinkie, go ahead and grab what you can." Applejack started walking away but pink hooves grabbed her tail.

"But Mud Head said not to split up. We have to stay together." Pinkie wasn't smiling when Applejack turned around.

"Now pinkie I'll be right back." She gently guided the pink pony into the room. "You stay in here and find what you can, there's a little light from the hall you can use. You stay here and don't let no pony in but me okay?" She hugged her friend. "I'll be back in a jiffy with some light I promise. An you know I won't break a promise."

"Pinkie promise?" the pink pony asked holding up her hoof.

"Pinkie promise." The farmer replied tapping her hoof to Pinkie's. The young mare nodded and allowed her orange friend to leave. Applejack shut the door but left it cracked before she started galloping down the dim hall. The hollow sound her hooves made against the floor did not ease her worries. She turned back down the turns they took and saw the main doors to the lobby. She slowed he gallop and pressed her head on the doors. They didn't budge.

"What the hay?" Apple jack backed up and pushed with her hooves. Still the doors did not relent. Growling she backed up and rammed the door, the doors would not give but the knock had created a rattle from the other side. With a perplexed look the farmer tilted her hat back and stood on her hind legs to look through the window.

Latched around the other side of the door was a set of black and glowing chains. Her eyes wandered the room beyond for help. "Nurse Redheart!" She called, hoping the mare could get her out.

Her eyes stretched wide as she beheld the mare, slumped over the counter, blood pooling across the marble and across the floor, her white coat was stained red. Applejack fell back to the ground heaving her chest as breathes came rapid and uneven. She had never seen such a thing, such a brutal thing. Her stomach twisted and churned and threatened to lose its contents but she closed her eyes to try and force the image away and calm herself. What happened?

"Darkside." She gasped as her breath came back. He must be here, he did this, but then . . . . "Pinkie!" She screamed. Scrambling to her feet she galloped as fast as she could back down the hall to her friend. Her eyes were already wet over nurse Redheart but she wouldn't let it happen to Pinkie!

**I'm a little worried, I usually don't write such dark stuff. Darkside is terrible influence Oh well, as always I beg for review to tell me what you think. **


	8. Chapter 8

The dark room was really cramped. Not that Pinkie wasn't used to being in cramped places but it was dark, and she hated the dark. She moved quickly but carefully from one shelf to another dashing out of the room on occasion to check bottles in the light of the moon. She already had most of the medicine on the list, which made her happy since she could tell Applejack not to worry about the light when she got back since the work was almost done.

Pinkie was starting to hum a little tune to herself as she worked to make it go faster when another sound pulled her mind out of her work. The steady sound of hooves on tile, click clack click clack.

"Applejack?" She asked hesitantly to the door. Carefully and slowly the earth pony walked and pulled the door completely closed, putting the lock in place. Some part of her Pinkie sense told her something was wrong. Applejack would have said something if it was her, right? "Applejack? Say something silly." Her voice was shaking.

The steady tap got louder and she could tell whoever it was closer. Click clack click clack.

"Stop it!" She called.

They sped up suddenly their owner coming into full gallop as they grew louder. Pinkie pressed herself to the door to hold it back and squeezed her eyes shut as the steps grew louder building up to the contact with the door. Clickclackclickclack!

Silence.

The hoofsteps stopped as suddenly as they had begun. Pinkie slowly opened her eyes and looked. Nothing had hit the door, no one spoke. She was safe. The pink pony wiped her brow throwing off some sweat just as a loud bang on the door made her scream and jump.

"Pinkie! It's me open up!" Applejack's voice rang through the door with a loud bang.

"Oh Applejack you scared me silly filly!" pinkie scolded as she pulled open the lock. "You should have said-"

A large white smile against the black coat and shadows blocked the doorframe as it opened. Darkside's smile was ever present. "Oh sorry Pinkie pie," He said, his voice a perfect copy of Applejack's. "But I just can't help but surprise you." His voice gradually warped from Applejack's higher pitch to low hiss with an elegant curve to it.

Pinkie jumped back into the room trying to get away from the Stallion but quickly found herself with her back against the far wall staring at the alicorn as he stepped beyond the threshold. "W-w-w-what do you want meanie? Where's Applejack?" She was trying to sound tough and failing.

The dark stallion chuckled. "Oh now calm down. I didn't hurt her." He sneered. "Yet."

"Don't you hurt Applejack! She's a nice pony unlike you meanie pants!"

"Do you seriously not have anything worse to call me than meanie pants? Seriously I feel like I'm being insulted by a five year old." He shook his head dismissively. His head rose to Pinkie, his dark eyes holding hers. "What's that I see? Are you afraid little one?"

Pinkie back up a bit but never lost his sight. She suddenly turned into a smile and giggled. "No I'm not scared of you." Darkside cocked his head and pulled back. "See, I laugh at what scares me so it doesn't scare me anymore." The little pink mare continued to slowly giggle till she was laughing at the alicorn.

Darkside stared down on the pink fluffball with absolute confusion. _What the fuck is wrong this thing?_ He questioned. As her giggling continued Darkside found himself joining in. Soon the two were laughing like old friends in the dark room.

"See? He he he he. It's fun to laugh." She continued giggling as she tried to speak.

"Oh I love to laugh little one. Ya know what's really funny though?" His words finished and a black tendril flew from the ground under Pinkie pie, the sharp spike piercing through her hoof and slicing through her mane. The pink pony froze in mid laugh as drops of her own blood dotted her face. "Pain."

Pinkie stared at the spike and her hoof, not screaming just looking on in numbness. Suddenly her laughter became whimpered cries as she tried to pull her hoof free. The spike retracted and the pink pony fell back on her haunches holding her bloodied hoof close to her as she shrunk from her attacker tears in her eyes.

"Oh come now, that was barley a scratch, are you already going to cry?" Darkside stepped into the room, his imposing size forcing Pinkie pie back as he closed the distance to within a foot between them.

"I'm . . . I'm not scared. Applejack is gonna get you." The pink pony's voice was filled with spite it hadn't had earlier.

Darkside smiled at her meager threat. "Applejack has her own problems right now little one."

. . .

Applejack beat the tile beneath her as she turned another corner. _Did I go the wrong way? _ She wondered. The image of Nurse Redheart came back but she forced it away shaking her head. "Hold on Pinkie." Applejack passed a room with a cleaning sign on it. She was going the right way. The supply closet was around the next turn. She pushed herself further to the turn ahead but slowed when she saw something blocking her path.

In the darkness of the hall all she could make out was the vague shape of two ponies ahead of her, but something was off with them. Their color seemed dark, unnaturally dark for any pony. "Hello?" She called to the two in front still moving but slower and wary. The two stood and flared out their wings. _Pegasus?_ Applejack stopped when she was closer, now she could fully see her company, and she stepped back away from them.

Both ponies were identical, black coats that seemed too smooth to be hair, large black wings and short black manes and tails. Their entire bodies seemed to melt with the shadows that surrounded them, their eyes; glowing yellow was the only thing that made them stand out.

As soon as Applejack started stepping back, wide grins spread over their faces, sharp teeth shining in the moonlight. In a flash they lunged at her wings spread.

Applejack ducked as the Pegasus flew over her, their hooves grazed her hat leaving a small cut along the edge. "Hay!" She yelled as they landed behind her and started stalking towards her menacingly, their evil smiles never relenting. "Now back off, I don't wanna hurt yall!" Applejack backed away but tried to seem threatening to scare them off. The two seemed to not even hear her as they leaped at her again. Applejack had her share of tussles, and her friend was on the line, this was no time to be gentle.

She leaped at them slamming into the first and crashing him to the ground. Before the other could move she braced herself on his partner and bucked hard to his gut. The shadow colt slammed into the far wall a sick crack sounding as he fell. Applejack raised her hooves and slammed the one beneath her in the face breaking something as she shoved him away. The colt had cut her somehow on her leg when she had landed on him but only a small trail of blood marked her orange coat.

She gave a quick look at the other one, his neck was broken, his wing looked worse for wear too but this was Pinkie's life on the line! She turned away from the grizzly sigh and started running down the hall when another sick crack made her freeze in place. Afraid to look back but knowing she had too Applejack turned around and almost lost her dinner.

The colt against the wall looked at her, his smile still in place as his neck slowly righted itself with a series of sickening cracks and snaps. His wing snapped back in place and he stood up giving one last shake as he stood in perfect shape. The other colt stood up, his face dented from Applejack's blow but it flared out like a balloon and righted itself his own menacing grin returning.

"What in tarnat- that is just wrong!" She yelled, backing away from the abominations before her. The two dark ponies saw her move and like wild animals lunged at the air again.

. . .

"You are such a sad thing Pinkie pie." Darkside said shaking his head. The pink pony glared back a fierce look in her eyes. "That's just a scratch, are you going to cry over that?"

"No! I'm tough! You're just a big mean stupid pie face!" Pinkie retorted, a smile tugging at her lips.

The alicorn seemed amused by her response. "You are such a sad little thing, you know that." Without a sign his horn glowed and Pinkie grabbed at the band of energy around her neck as it hoisted her from the floor, eye level with the alicorn. Her legs kicked desperately as he suspended her in the air. "Are you going to laugh now? Hmm? Going to laugh at me some more so you can try and hide behind that smile?"

Pinkie tried to speak but her voice was choked and filled with gasps as she struggled for air. With a small flash she was thrown back, harshly hitting the wall leaving a dent before she slid the ground coughing. Glass bottles fell from the shelves shattering around her and coating the floor in sharp glass that cut into her legs and flank. She took a deep breath and looked back at her attacker just to have a black tendril lash her face leaving a bloody gash. The pink mare grabbed her face with a yelp and fell back blood staining her hooves.

"A little yelp? That's all? For someone who talks so much you don't scream much." Darkside mused as another tendril lashed her leg protecting her face. Pinkie still didn't scream, she simply held her hoof and whimpered. "C'mon you little fluffball, let me hear that loud mouth scream." Darkside hissed as another tendril lashed her leg. Another spike formed and slashed her back and another twisted to a blade and lashed her flank. Each mark drew a new crimson line marking the earth pony with more of her own blood. Still she refused to scream, only yelps and whimpers of pain escaped her mouth.

One of the tendrils finally snatched her hoof away allowing another to lash across her unprotected muzzle. She gave another yelp as her eyes were grazed and blood splattered the wall. Another lash and the pink pony could taste blood in her teeth. He released the hoof and continued to lash her face, and slice her body anywhere he could reach adding to the pool of blood under her. Each strike made the glass under her shift cutting more, But Pinkie never screamed, each movement elected a weak whimper, whine or yelp but never a scream.

Darkside retracted the tendrils still smiling down on the pink and now dark red pony. "Well, I'm still laughing Pinkie, why aren't you?" He punctured the word with another lash, this one grabbing her hoof and forcing it from her face. Darkside sneered when he saw the tears in her eyes, traces of blood dripping across her snout from the wounds she was now marked with. "Now there's a pretty face!" Another tendril whipped across her eye knocking her head aside and splattering her face with blood. Pinkie was crying now but bit on her lip refusing to scream.

"Such determination, haven't seen that since Rainbow dash." Pinkie's eyes opened ignoring the blood that marked her face she looked up at Darkside lording over her, eyes wide in absolute terror. "There!" He exclaimed showing his teeth. "I love those eyes!" A sharp spike drove itself down and pierced through Pinkie's leg just above the joint. The pink Pony screeched in pain as her bone was clipped and her muscle severed. Blood spilled from her leg darkening her coat as Darkside cackled above her.

"Yes! Scream you little bitch!" Darkside twisted the spike growing barbs along the length as he pulled it out. The skin tearing made Pinkie scream again, her voice cracking as she thrashed trying to pull from his grip but Darkside held her still enough with his magic as the barbed spike tore her flesh. When the barbed spike left her leg, Pinkie pressed herself to the wall coddling her wounded leg to her chest, ignoring the other cuts and points of blood on her coat as she sobbed over her wound. Darkside snickered over the broken pony. There was nothing like that look of fear he got in her eyes, nothing like the screams of the defiant ones. It was so much more fun to break the strong willed ones.

His celebration was cut short when he saw the bubble gum mane shift and a set of determined eyes look up at him. Her lips twisted to a small smile, barley there but he saw it. "You annoying little bitch." He hissed. Tendrils grabbed the pony by her wounded limbs while a magical collar suspended her in the air again. "Still smiling?"

She nodded. "I'm still not scared of you, I can always laugh and smile and be safe." She giggled. His eyes shot wide, all this pain and she could still smile and laugh? What the hell is she?

_Enough!_ He slammed the pony against the wall and glared into her eyes. Then he saw it. His lips twisted to a sick grin.

"You are such a strong one Pinkie Pie." He said a certain charming edge coming to his voice. "You can laugh and smile at all the bad things in the world and be happy. But come on now, who are you really fooling?"

Pinkies confident smile faltered for a moment. "What do you mean?"

"Come now Pinkie, all this smiling, all the throwing parties and making everyone else happy. It's a great way to keep your mind off your past isn't it?" Darkside's eyes glowed ever so slightly, consuming the pink pony's as she gazed at him. "Making people smile, always laughing at everything does it really help though?

"Stop it." The little mare whispered, quieter than even Fluttershy would speak.

"I guess it can't. No matter how much you laugh, it's never enough. You can never cover up all that sadness you have. All the people who have hurt you, all the people who spat one you, who used you, violated you and threw you away."

"Stop." She said again, her voice shaking.

"How could you ever really forget it all? All those people who beat you, treated you like dirt because you were an earth pony, because you were such a freak! So much pain in your life, I can see why you try to forget it, to hide with your friends and parties. To hide behind a smile so you don't have to face all that sorrow."

"Please, stop." Pinkie cried as tears fell from her eyes, squeezing them shut but she couldn't shut out the stallion's words.

"All that time they beat you, looked down on you, hated you. All that time, all the things they did to you. If you were to lose your friends and your parties you would have to remember, remember what the girls said about you."

"Stop it, please." She pressed her hoofs to her ears.

"What the boys did to you."

"No! I don't wanna remember!"

"What the adults did to poor little Pinkiemina Diane Pie. You might as well have not existed to them."

"No! No! No! Make it stop, I don't wanna remember!"

"All the smiles and parties and friends in the world can't save you Pinkie." Darkside used his magic to force her eyes open and the tendrils forced her hoofs away so she was staring into his empty dark eyes. "You're just a little broken, tainted filly filled with so much Sadness you would be dead if you ever faced all of it. But you can never forget what they did to you. That is who you are Pinkie! You're a broken little Bitch everyone hates! Even your friends can barely stand you, how long till they hurt you like the others did?"

Pinkie couldn't look away, she couldn't hide, and she couldn't smile. Her eyes clouded with water and leaked across her bloody and bleeding face. Her eyes squeezed shut as she wailed and sobbed. Darkside dropped her and watched the little pink mare curl into a ball on the floor, soaking in her own blood and tears and glass. _What a wonderful sight._

Pinkie remembered it all. All the hate, all the pain, all the things those people did to her before she found Ponyville. She couldn't forget it all. The pink mare wailed as the pain came back, burning pain all over from sticks and stones. The feeling of being dirty and violated when the colts left her. All of it came back and she couldn't do anything anymore. It was all there and there was no hiding from it. She smashed her hooves to her own legs and body, the pain gave her some control, some way to control what was happening to her and she sobbed as much in fear as sadness and pain.

Darkside admired his handiwork for a few moments longer before he turned and left the room, closing the door and sliding the lock in place, leaving the screaming mare in absolute Darkness with her own demons to keep her company.

**I'm out**


	9. Chapter 9

Applejack ducked low as the shadow colt breezed over her again his sharp hoof cutting into her back, joining the series of cuts she already had. Blood spotted her mane and coat as she slid into the wall and scurried into another small room. The colts flew by going too fast to quickly turn and enter. Applejack slammed the door closed pressing herself against it while she tried to catch her breath.

She had been dodging the colts for almost five minutes and they had still managed to give her a few bruises along her flank and small cuts along her side and back. She wasn't bleeding heavily but between running and bleeding her strength was waning. She had bucked the two of them into the walls and again knocked one through a window but no matter what injures she dished out the colts were back up in seconds.

"What in Equestria are you?" She asked breathlessly. A solid thud against the door proved they had circled back and were trying to force their way in. The seasoned apple bucker dug in her legs and pushed back, her long earned strength allowing her to hold the door despite the attempts of her attackers.

The force relented as they backed off before both started slamming into the door, ramming it to force it open. Each blow from outside shook her teeth as Applejack tried to hold firm, but the blows were growing stronger while her strength was fading.

On top if it all she knew she couldn't just hide. Darkside was here, she was sure these 'things' were his doing, and Pinkie was alone. She couldn't hide and leave her friend in danger. The colts hammered the door again and again, giving Applejack an idea.

After another salvo of hits she found the pattern. Right as they colts hit she pulled away from the door moving aside from its path. The two shadows crashed in, the door almost coming off its hinges as they crashed into the far wall their speed intent on encountering more resistance. Their necks made sick cracking noises as they hit the wall and fell limp to the bed but no sooner did they fall where they stirring, their bodies cracking and snapping as they healed.

Applejack didn't wait to see the effect she knew was coming. Spinning around the door she yanked it closed and twisted the lock. With a strong buck the handle was bent and twisted so it bared the door from being pulled in. The two shadow colts faces filled the glass of the door, yellow eyes piercing her own while their fanged smiles never faded.

Applejack snorted and took off down the hall. Whether it would hold them long she didn't know but it would hold them for a bit, long enough to get to Pinkie.

She made her way down the hall, the blood from her cuts was leaving a noticeable trail but she ignored the sting and looked ahead. The closet where Pinkie was hiding was just ahead, she could see the door and was about to call out when she saw it was wide open. Why didn't pinkie have it closed like she asked? Her answer strode out of the room.

"Darkside!" The farmer yelled charging the large dark stallion as the door closed behind him. The larger being inclined his head to the noise but only grinned at her even as the strong mare closed the distance between them.

She skidded to a stop with still several feet between them. "Where's Pinkie Pie!?" She demand at the monster before her.

His smile never faltered. "She's inside there, just like she was when you left her, very irresponsible of you by the way, leaving your poor friend defenseless, tsk tsk tsk, truly poor judgment." His tone was lording and condescending.

Applejack made a sudden move towards the door but a wall of black blocked her path, springing from the ground before her. Her eyes locked on Darkside.

"Sorry forgot to mention, you don't need to see her, she's in a bad place, let's give her some time. We can get to know each other better." He sneered.

Applejack opened her mouth to reply but a sound made her pause. The small sound was followed by a louder one, a scream, Pinkie's scream coming from the closet. "Pinkie!" Applejack made another sudden lunge trying to sidestep the wall but just as the door was near her hoof a force grabbed her and threw her down the hall across the tiled floor. She snarled at Darkside as the violet light faded from his horn. "What did you do to her?!" She demanded, getting on her hooves despite the pain in her back.

"Oh I just reminded her of some of her past. Some things she forgot, I thought she would be happy, she always did love to smile right?" His words were followed by the loud sobs of Pinkie from within the room.

Applejack struggled back tears at the sound of her friend in so much pain. "Stop it right now! I'm warning ya!" Applejack threated stomping her hoof to the tile.

Darkside gave a small chuckle. "Please, you couldn't even handle my shadows and you think you can threaten me? Besides I'm not doing anything to her right now, the damage is done, even you can't save the sorry little thing from herself now."

Pinkie's sobs were louder, she was talking too but between her crying there was no way to make out what she was saying. "Get outta my way! I have the help her!" Applejack snarled preparing to rush the larger foe.

Darkside seemed truly amused, smiling wider. "Ok, how about I make you a deal." He took several steps from the closet door. "If you can get past me and touch the door, I'll let you see her and leave without any more fighting." He spread his wings as he spoke his shadow cast by the moon sweeping over Applejack.

"That's all? You don't know who yall messing with." Applejack snorted and sized him up. He was bigger than her by at least a foot or two, strong too and he had his magic not to mention whatever that shadow was that stopped her before. She would have to stun him long enough to get by him. No matter how tough he was a strong buck from her to his jaw would leave him seeing stars.

The farmer lowered herself as the alicorn simply looked on like he was watching a show. Applejack roared and charged ahead barreling at him. Darkside stood his ground making no move to defend himself. Applejack slipped to the side and pivoted bucking a stretcher that was along the side of the wall sending it flying at the alicorn. Without even blinking, a black tendril flew up and cleaved the item in two falling harmlessly around him.

Applejack was right behind the makeshift weapon and threw herself fully at the monster's head.

She grunted as the wind was knocked out of her from a sharply thrown front hoof and looked to see Darkside's face inches from her own. Before she could think the monster threw the smaller pony back, her flank bouncing against the wall before she fell to the ground. Applejack groaned but pulled herself up.

She didn't waste any time before she charged again. She held the same course as before but before she leaped at his face Applejack slid to the side under his chin where he had a blind spot from his size. The orange mare threw herself at his side aiming for his legs but the dark stallion stepped back before she connected making her hit the air.

Applejack didn't relent as she planted her forelegs and thrust back a strong buck aimed at his jaw. The stallion couldn't move from the attack but before her legs connected Applejack felt her legs freeze. Looking back she saw her legs grasped in violet light.

"You're already boring me." Darkside said dismissively. He flicked his head and she felt herself thrown towards the wall. Darkside made the mistake of releasing his magic something Applejack didn't miss. A second before she hit the wall she turned, placed her hind legs on the wall and shoved off. The sudden move made Darkside jerk and before he could move her whole body collided with his neck. The large alicorn gave a heavy grunt as he fell to the ground.

Applejack knew it wasn't enough and raised her hooves striking him across his snout into the ground before kicking away and galloping for the door. She was inches away when her legs were removed from under her. A glance back confirmed the alicorn was still on his side but his shadow had reached out, snaring her back legs. Applejack thrashed and reached for the closet door but never touched it.

With a sharp snap the tendrils around her legs yanked and she was thrown over Darkside to the wall across the hall. Her body left a solid dent in the wall she fell to the ground making the mare scream in pain. Darkside was on his feet after a moment, righting his injured neck with a crack. "You are a clever little bitch." He snarled.

With another jerk Applejack was pulled before the alicorn. She thrashed against her bounds and when she was close enough she threw her hooves at the stallion for another solid blow but Darkside sighed before lifting her higher and slamming the mare to the ground the tile cracking under the force of the blow. Applejack yelped as she felt something break inside her.

"So persistent. Still got anything left?" He asked leaning down over the injured mare. Applejack whispered something and he lowered his head. "What was that honey?"

"Got ya."

Before he could pull away Applejack's front hooves planted on the tile and her rear legs shot up, the tendrils unable to stop the blow. Both legs struck the alicorn's face, bones cracking under the intense blow as he was knocked back over himself falling on his back.

Applejack took the chance to jump away as the bounds fell away. She leaped onto the fallen monster and began pounding her hooves into his face, blood streaming from his nose and mouth as she beat him in rage. Images of Pinkie, of Redheart flooded her mind. All her anger pooled out of her hooves into the monster's face.

A sharp pain in her side made her pause, before she could even look, a large hoof smacked her face knocking her down to the floor. She tasted blood as she tried to right herself. Just as her legs touched ground, another sharp pain, this one much more intense pierced her back leg. She glanced down to see the black tendrils from before driving into her leg, blood was flowing freely from the wound.

Darkside was on his feet staring down on the mare, blood in his teeth. "That's enough." He hissed through bared teeth. The tendril ripped from her leg electing a small scream as Applejack tried to stifle the bleeding from her side and the hole in her leg. Darkside stepped over her, a tendril snaked around her neck tightening forcefully as the lifted the farmer eye level with him.

"You're a tougher one I'll give you that," Another tendril rose and pierced her stomach, twisting like a drill as it did. Applejack tried to scream but the lack of air made it come out as a weak cough. "But I wonder just how tough." With a violet thrash the bleeding mare was thrown to the ground screaming as her injured body was further abused.

"This will not be quick. Between you and the pink one, I'm running out of patience for being kind." Applejack tried to move but large hoof stomping her fore hoof made her cringe and freeze to hold back a scream. Darkside let his smile return as he looked down on his new victim. Several tendrils of black surrounded him and angled down on Applejack, their tips all twisted to razor edged blades. "I'm going to enjoy this."

The first blade lashed Applejack's face cutting her cheek and splashing blood across her coat. The second lashed her face this time cutting just above her eye. Another tendril whipped down and lashed across her eye making her scream. She pulled a foreleg over her face to protect it as the two tendrils continued to lash her again and again their sharp edges bruising her eye and cutting her face and fore hoof to a bloody mask.

Darkside grabbed the mare with his magic and threw her aside, slamming her into the wall. She gave a grunt but no other indicator she was in pain. He slammed her up this time shattering a light above them with her back and coating her in glass. He gave a muffled chuckle as he slammed her to the wall and floor again and again. Each blow got a louder and louder yelp and whimper from the farmer as she covered her face.

With a final thrust he hurled her down the hall into the wall. There was a sick crack as something broke followed by her tortured scream. The high pitched wail echoed down the empty halls while Darkside simply listened. He drew her back dragging her across the floor leaving a red smeared trail behind her. When she rested at his feet again he could hear her crying, see her cuddling her twisted and broken foreleg, blood oozing from the tear the bone left in it.

The little mare had blood sticking on her fur and mane. The tie that held it in place had come loose at some point and her mane now covered half her body and the floor, though it was stained with blood as well. During the ordeal she had lost control and the stench of urine was detectable in the air. She gave a weak cough and spit a glob of blood to the tiled floor more red staining her white teeth. With a violent kick he knocked her over on her back making her scream again as her leg was jostled and her ribs and organs shaken.

Applejack's eyes were squeezed shut in pain tears marking her face though her sobs were quiet as she was subduing them as much as she was able. Blood was mixing with the tears as she cried, her left eye was swollen shut with a slash across it to ensure she would likely never use it again.

"Any more fight little girl?" He whispered to her ear. When his question wasn't answered he gave a slight tsk and another tendril rose and drove down piercing her side hooking into one of her broken ribs and jerking at it. The pain brought twisted scream from her throat, her voice cracking from the pain. The wail didn't seem like something a living creature could make.

"It's rude to ignore people." He jerked the tendril again and the rib could be heard cracking further shattering in her body. The broken mare howled and wailed to the dark corridor some words could be heard but her screams made them unintelligible. Her good hoof weakly pawed at the tendril to try and push it way to no avail.

"I'll ask again. You . . . Have . . . Any . . . fight . . . left?" Darkside asked, punctuating each word with a vicious slap of a sharp tendril across her face. When he finished Applejack was sobbing, her tears mixing with fresh blood. She tried to pull herself to a ball but Darkside's tendril hooked to her rib only made the movement elect an unnatural wail. She tried to move again but Darkside shook the tendril hooked in her flesh making her flop across the floor with another shrieking wail. She fell to her side, her mane covering her face in a bloody veil.

Her legs fell limply around her and her mouth moved ever so slowly to form words. "Try again dear, I didn't hear." Darkside smirked from above.

"I . . ." Her words faded to a whisper.

"Once more." He cooed.

"I win." She breathed.

The alicorn stood back and followed her bloody gaze. Her left fore hoof was spread out and had touched the door of the supply closet where Pinkie was housed leaving a tiny red mark among the spots of sprayed blood.

Darkside stared before slowly chuckling and soon laughing. "Yes indeed, you have won." He said. "Now for the prize."

Without any gentleness he picked up the injured Applejack with his powers and undid the door. Applejack tried to hold her broken leg and shattered torso together but blood continued to pour to the ground around her. The door opened to reveal the dark of the inside and sitting in a cuddled ball in the back was a pink pony her mane and coat far faded from the color Applejack knew, her mane and tail were flat and hung over her like a veil.

Pinkie was sobbing into herself curled into a ball. Her coat was darkened all over, her face marked with lashes and cuts. Blood had formed a pool around her with the glass she sat in while she cried.

She only barley looked up as the door opened but immediately shielded herself from her intruders. "Go away! Don't hurt me! Leave me alone, please!" She sobbed into her legs.

"Pinkie. . ." Applejack tried to talk but her strength was long since exhausted.

"Oh don't bother Applejack, Pinkie here is not quite herself. See I showed her all of her past she's tried to forget, all the people who hurt her." Darkside explained. "She can't tell you apart from any of them, which is bad since in her currant stare she's likely to react . . . violently to anyone she thinks might hurt her."

Darkside cruelly dropped the earth pony onto the ground making her cry out again as her bones and organs were shaken. The fall made her cough a glob of blood spitting from her teeth as she continued to cry. Small bits of glass bit into her underside and burrowed into her open wounds.

"You want to be with her, so I'll do that for you. Problem is, in her state she's likely to try and kill you, and in your state you can't hope to hold her off." Darkside said with smile. "So there is really only one way this ends, and that is with a death. Either she kills you in fear, or you kill her to survive. I do love these kinds of fights."

Applejack looked at her friend in the corner. Pinkie's eyes were dark and seated with hatred and fear. "See Pinkie, they came back to hurt you again, you can't let them do that to you. Unless you want it. You do want the pain don't you you sick little filly?" Darkside challenged from above Applejack.

"Shut up! All of you shut up! Noponys going to hurt me, Don't hurt me! Don't' make me hurt you! Stop it!" The pink pony cried, tears on her face as she clamped her hooves over her ears shaking her head.

"Leave . . . her. . ." Applejack's words were weighted with fatigue and pain. Her injures were sapping all of her strength. She couldn't put up a fight against anything in her condition.

"Well I suppose I'll leave the two love birds alone." Darkside turned to leave but paused. "Oh and to make things more interesting." With a flick of his wing he smashed the shelves, cabinets and bottles on the side of the closet. Glass, bits of wood and medicine both liquid and pills rained over Applejack, the glass adding to what was already ground into her coat and hair.

"Have fun kiddies." He chuckled as he slammed the door closed sealing the two in almost complete darkness. The only light coming from the window of the door and weak moonlight it let it.

Applejack used all of her strength to sit up on her flank and look at Pinkie. The pink mare looked back but her eyes were filled in fear and hate. "Get away from me!" She yelled. The fear stricken mare reached out and grabbed a piece of glass in front of her in her hooves, the sharp edges cut into her own flesh but she ignored the pain. "I'll kill you! Don't make me! Go away!" She was crying again, her own tears shining in the dark room.

"Pinkie, it's . . . me. Applejack." The farmer tried to reason with her but her words were only whispers. "We're friends." A new tear fell from her eye, not born from her pain, but fear for her friend. She had never Pinkie in such bad shape.

"Shut up liar! Just shut up! I won't let you hurt me anymore! Nopony is going to hurt me anymore!" Pinkie screamed and lunged through the dark at Applejack the piece of glass raised over her head.

. . .

Darkside listened to the fighting inside the door, the sounds of more glass breaking and screams of both occupants was thrilling. In truth he was curious who would win. If Applejack really pushed herself through her injuries he was confident she could win, but she still had the peace of mind to refuse to fight while the other one was blindly trying to kill what she thought was another violating attacker.

He chuckled at the fight, deciding to the leave the answer for later, let the suspense build. As he walked to the window two small black colts appeared from the shadows and melted with his shadow. He paid them no mind and stepped from the window taking flight. It had been ages since he had this much fun, now he had one last place to see to.

Luna and Rarity at the castle where he had first gone. What fun could we have there?


	10. Chapter 10

"Holy crap this is delicious." The grey colt moaned as he chomped an entire apple down in a single gulp, his throat bugling as he swallowed the delicious treat. "Ahh." His tongue rolled with satisfied sigh.

"Gee, you really like apples don't you." Twilight giggled as she pushed another to Lloyd who quickly bit into it, not devouring this one whole.

"Oh I love em. I've been to three different worlds and I have to say you have the best apples ever." The once serious colt gave a small chuckle as he munched on the red apple.

"Hmp." Spike grunted from his place on the cushion. The ponies had retired back to the main room after Twilight's intervention before Spike could try and roast the new grey guest. The dragon still seemed untrusting of the colt in the room.

"Now spike, Lloyd's been really helpful and you need to be nice to him." Twilight scolded.

"Yeah yeah." He waved her off, looking between the colt greedily eating the apples with a dumb grin and his lavender caretaker.

"So, I'm going to ask, might regret it but, how are you two related? Or not?" Lloyd stumbled over his words unsure of how to phrase it.

"Oh that's simple." Twilight related the story of getting her cutie mark and how she had hatched Spike from an egg and how from then on he had remained her number one assistant.

"Hmm." He mused eating another apple.

"Are you going to stop eating?" Spike asked a little annoyed.

Lloyd swallowed the lump of apple before nodding. "I will. I promise I have no intention of eating you out of house and home." He said as he gobbled down the last apple on the tray Twilight had brought. His eyes widened and he gave a single huge burp, blushing madly. "Sorry, haven't eaten in a while." He chuckled.

Spike was rolling on the ground holding his sides. "That was great." He said between tears. Twilight was not as amused.

He noticed something else, she was looking out of the window he had been staring out with a longing look. "What?" He asked, his tone returning from earlier.

"The others, they've been a gone a long time, why aren't they back yet?" She asked.

Lloyd lowered his eyes and Spike looked around nervously. They had already brought him up to speed with what was happening. The little Dragon had wanted to rush out and help but the older ones in the room had reined him in convincing him he was best used her with Twilight and Celestia.

"I can't say, they did have some distance to cover." Lloyd said offering and explanation he knew was no good.

"But why aren't they back? Fluttershy and Rainbow dash should have gotten everyone from Sweet Apple Acres back by now. Are they even at Sugar cube corner yet?" The purple unicorn was staring to Panic, images of her friends tugging at her thoughts. Spike put a reassuring claw on her back as he sat next to her.

"I can find out." Twilight looked at Lloyd as he spoke. He gave a simple nod and closed his eyes breathing deep. His grey coat shone with a dull golden light his mane waving as if under a slight breeze. He took another deep breath. "I can feel. . . seven living beings in Sugarcube corner. Two are large, adults I'd guess."

"That must be the cakes." Twilight spoke up.

Lloyd nodded but didn't speak. "Two others are tiny, really small."

"The twins." Spike said with a smile, admittedly he was a little impressed by this pony's power.

"And the last three are small too but not quite so, a little bigger." Lloyd grimaced. "They're moving around a lot, they seem, bothered, unsettled."

"That has to be the Cutie Mark crusaders, Applebloom, Sweetie Belle and Scootaloo." Twilight said with a smile but her smile faded. "Is that all that's there?"

Lloyd nodded opening his eyes.

"Where's Big Mac? Granny Smith? And what about Fluttershy and Rainbow Dash?" Twilight was looking around franticly. "You don't think . . ."

"Don't think like that Twilight." Spike assured. "They're fine. I'm sure they're on their way here. Maybe Big Mac just fell behind because of Granny Smith."

"Your right." Twilight nodded, happily accepting the weak excuse. "They're safe right? Applebloom and the others?" Twilight asked her voiced lined with doubt.

The grey colt nodded. "The shield will keep Darkside out unless he forces it open, if he does I'll know, and I'll be there before he can do anything." Lloyd leaned the distance between them and placed a fore hoof on her shoulder. "I know it's hard but for now we have to wait, if we run around and panic then we lose."

"I know." She sighed, her eyes drifted to the window. "But I'm worried."

. . .

"Oh my." Rarity gasped as they stood to the gates of the palace. The once beautiful landscape was marred with scars of battle. Black scorched patches of the garden and smoldering trees blended with split wood and deep cuts in the earth. There had truly been a battle here.

Rarity's eyes watered as she glanced over the still bodies of gold covered ponies. The white and black stallions fell in various positions across the field but there didn't seem to be many casualties at least. "It's horrible." She sobbed.

Luna straightened herself. She had to be strong, in spite of the fact she recognized a few of the dead by name. They were good stallions, they didn't deserve this. "We must move on. The hall is not far and we must retrieve the elements." Luna tried to hold a strong tone but she knew her grief was only partially concealed.

Rarity nodded and followed the dark mare through the battered garden to the palace itself. Luna paused to nudge one of the piles of white and gold by the door but he remained still. She held back a tear and walked in.

If the outside was a battlefield, the halls were a warzone. Beautiful pillars that had held images of the princesses were toppled and shattered, the walls cracked and burned with fire and magic, the floors smeared in blood from the fallen guards. The glass dome that had formed the ceiling was shattered spilling glass over the floor. While outside there had been only a few of the golden soldiers, here there were dozens, if not more.

Luna couldn't control her tears and cried. The hall could be rebuilt it was nothing that hadn't happened before, but the lives that were lost, they were irreplaceable, and they were lost because of her. The dead were scatted along the halls, in some places in piles. Most seemed to have been cut or their armor pierced but others. . . their golden armor had melted from the heat that cooked them or the magic that had all but obliterated them. The battle had been over for hours but the stench could still be faintly sensed in the air. None of these helped to lighten Luna's grief.

Rarity placed a hoof on Luna's shoulder. "Princess, I'm so sorry." The fashion Unicorn said with tears in her own eyes. "I-I can't imagine. . ."

"Enough." She said firmly raising her dark blue head and swallowing her tears. "We must go on." She looked around again. "Perhaps there are those who are still alive." She hoped. Luna shuddered once and led the way. She was careful near the dead that littered the once pristine halls. Blood had dried in some places but still formed red liquid pools around the edges. Luna and Rarity silently trot from one to another gently nudging the dead guards searching for any signs that they were still alive. None of them stirred from their rest.

Luna led them to the great staircase. The tower where the elements were kept was just up the stairs and down the corridors. She glanced to her right; down that passage would lead them to the bedchambers she had left earlier that night where Pharro had sacrificed himself so she and Celestia could escape. Part of her wanted to see him, hoping for his safety but she did not wish to confirm her fears of his death.

"Princess!" Rarity's urgent whisper drew the mare's attention to another path that led deeper into the castle. Luna didn't understand immediately but she saw the shadows shift and the distinct sound of hoof steps on the marble floor.

Luna stepped protectively in front of Rarity glaring at the shadow across from them. "Come out, we command you!" She called in the royal tone her voice echoing across the high ceiling.

"Princess?" A male voice came back much quieter. The shadow stumbled out to the light of the moon and Luna gasped.

"Artimus!" She cried running over to the dark pony. The black coated unicorn was standing, or more hobbling, in nothing. His golden armor had been stripped away leaving only the helmet which was cracked along the top. The stallion's flank was wrapped in white bandages stained red from underneath and his leg seemed less than steady but he was breathing, better than those around him. "We are so happy to see you are ok."

"I believe ok would be overstating your highness." He grimaced with a slight bow but not able to move very much. The unicorn glanced briefly around. "Where is Princess Celestia? We fear the worst."

"She is safe at Twilight Sparkle's home." Luna declared. She was smiling brightly a tear in her eye.

"Thank goodness. We found your chambers but they were empty and we feared the worst." He dropped his head. "I am sorry Princess, we failed you. I failed you. We couldn't stop the pony who attacked us, he was . . . too strong." The unicorn hung his head in shame.

"Fear not." Luna declared. "We will defeat him and right these wrongs. Tell me are you the only one or are there others alive?"

"Yes, after the fighting I managed to move around and rallied a few of the guard who were still alive. Those who could still fight joined me to check your chambers but all we found was the body of captain Pharro."

Luna dropped her head, a tear in her eye. "So he is gone."

"I am sorry." Artimus whispered. "He was as strong stallion."

Luna straightened up. "Yes he was. He fought to allow me and my sister to escape."

"Princess, I'm sorry but we really must hurry." Rarity urged from behind.

"Yes, Artimus, have you checked the vault for the elements of Harmony?" Luna returned to her royal posture standing tall to the dark stallion guard.

"No your majesty. The others and I who can have been gathering the wounded and have been searching for survivors. Allow me to escort you." Artimus walked to the stairs and path that lead to the elements. He grimaced but kept going leading the two mares down the corridor.

"Are you alright dear?" Rarity said stepping next to the wounded guard.

"I'll live, I did get injured in the fighting but not as bad as the others." He groaned. He was trying to be strong but Rarity saw the beads of sweat on his brow, he was in a lot of pain.

"Where are the others?" Luna asked.

"We have the wounded in the barracks with all the medics and a few of the Pegasus who weren't wounded we sent to get more doctors and fetch the wonderbolts. We thought we might need to call on their role as warriors again. I and a few of the others have been searching the palace for any survivors." Artimus slumped his head. "We haven't found as many as I wished."

Luna nodded. They passed a few spots of blood but there were no bodies. "I and a few of the others swept this hall already. We found two unicorns still alive." Artimus said. "The elements are just ahead." Artimus shuffled ahead and opened the large doors with a small glow of magic.

The long hall with stained glass windows on each side seemed to stretch on forever. Artimus lead the way across the red carpet glancing from one side to the other. This hall was devoid of the blood and signs of battle as the rest of the castle, a refreshing change from the death they had all passed. Luna looked from side to side, observing the stained glass that depicted their history. The joining of the tribes, the defeat of Discord and his second defeat at the hands of the elements of Harmony.

"Here it is." Artimus declared as they stood before canterlot tower. The large ornament doors set with a single hole in the massive doors. "The elements of Harmony are just beyond these doors." The stallion huffed.

Luna stepped to the stallion and brushed his back. "You have done well Artimus. Thank you, but you should rest."

"Yes, you're going to drive yourself to a grave at this rate." Rarity said from his other side. She glanced down and saw the bandages on his flank had grown more red in the time they had been walking.

"I appreciate the concern, but I'm afraid I cannot." He shook his head, his dark mane shaking. "I'm the next in command right now and one of the few who can still move easily. I can't rest, not yet."

Luna looked away, she didn't want to let her servant see her tears so she sucked them back. So much death and pain, it had not even been this bad when she had become nightmare moon. "We must hurry, the sooner we defeat this monster the sooner we can recover." Luna declared stepping forward.

"Indeed. You intend to use the elements of Harmony against him?" Artimus said, stepping to the side and leaning on the wall for support.

Rarity nodded, eyeing the other unicorn carefully should he need help. "As the bearers of the elements of Harmony we will use them and defeat this monster." She said with a certain air of power Artimus had to admire.

"He is strong, I just hope the elements are enough to stop him." Artimus sighed. When the mares looked to the door he glanced at his injuries. The blood was seeping through the bandages again. At this rate he would lose so much blood he wouldn't be able to walk. His mind was already dizzy and his strength was all but faded.

Luna stepped to the large doors. Sealed with magic ancient even to herself and her sister these doors housed their one and true greatest weapon. Normally Celestia was the only one who could open the doors but Luna knew how to do it, even if her sister thought otherwise. Luna leaned forward placing her horn into the opening of the door. A strong flow of magic cut the path in the door, splitting it up the center. The massive sheet split and fell open pulling apart to reveal a single chest on the pedestal within.

Luna gave a tiny grin, proud she managed to beat her sister's spell, taking pride in that small moment of sibling rivalry. Her magic held the chest and lifted it to them. Rarity stepped next to her, the white unicorn nudged the lid and the chest opened to reveal five shining necklaces of gold and shining jewels, and a single eloquent tiara.

"We have them." Rarity exclaimed, a smile on her face.

"Yes." Luna agreed moving the chest to Rarity. "You should carry them. They are your elements to bear."

The white unicorn nodded, taking the chest and placing it on her back.

"Alright, we should move." Artimus said. With a heavy sigh he pushed himself from the wall and started leading the way down the hall.

"We can make our own way out, you should go and get some rest." Luna said stepping next to the guard her wing sweeping over him. "You've done well."

Artimus hung his head, the praise should have been something any pony dreamed of, but given the event so the night it felt hollow. "Thank you princess." He cringed as his flank burned. "I'll go to the barracks and tell the others you and Princess Celestia are alright. It will raise their hopes."

"That sounds like a great idea." Rarity said as they reached the end of the hall. "But you must get some rest darling, and see your injuries are cared for. You can't help anyone if you're hurt."

Artimus nodded his golden covered head wearily. "You're right." He admitted defeated.

The guard stepped through the chamber to the large main chamber of the palace. Again the scenes of the death and blood filled their view. Artimus sighed and forced his emotions into his throat. "I will rally the guards, if you need our help princess, send up a signal and we will come." He said turning to Luna and giving a full bow, his wounds straining but he ignored the pain.

"Aww how nice."

The black stallion spun to face another. The black Alicorn strode in from the garden his eyes locked on the trio at the crest of the stairs. The sleek black coat under his night black mane and large wings made the monster striding over the floor a fear inducing sight.

"Still a guard who will kneel to their rulers. Such nice dedication." He chided as he stepped to the center of the room.

"Darkside!" Luna snarled stepping forward but Artimus prevented her from stepping past him.

"Is that your name monster?" He asked with a snort.

Darkside grinned. "Indeed, I am known as Darkside." He took a humble bow. Raising his head he looked at Artimus harshly. "I remember you, you're the one that stabbed me."

Artimus chuckled deeply. "Yeah, how's that leg treating you?"

"Fine thanks for asking." Darkside said with a refined air shaking his back leg slightly. "It seems you've have had some bad luck though, guards must be hard to come by." He mused as he slightly brushed one of the bodies at his feet.

"Keep your hooves off them!" Artimus hissed lurching forward but the sudden movements made him cringe and almost fall down if not for Rarity at his side.

"Careful there you might pull a stich. How's that hole in your back treating you?" The dark Stallion chuckled.

"Enough!" The loud voice echoed through the large hall. All eyes fell to the princess of the night standing tall over her wounded servant. "We have heard enough of your uncoth words Darkside!" her voice resounded with power in the royal tone. "Why have ye desecrated our palace again?"

"Oh my apologies your majesty." Darkside mocked as he weakly bowed, stifling back a giggle. "I'm just here to see you and the little one there." He smiled greedily at Rarity who pulled away with Artimus slung on her shoulder.

Luna growled and stepped in front of Rarity protectively, a groan from behind signaled Artimus pulling away from Rarity and stepping next to her. "Be gone Darkside!" Luna commanded.

The black Stallion shook his head. "How about . . . no." he laughed at his joke. He stepped closer to the group but none of them relented holding their ground standing firm and ready for any attack. "I give you all credit for standing up to me. So much like your friends." He said with a happy smile.

"What do you mean?" Rarity asked stepping forward. Something in the monster's tone made her uneasy. He sounded like Rainbow Dash after a race. Victorious.

Darkside smiled. "Oh now I could tell you, but its more fun if you figure it out, but I will say," His eyes wandered all over the room before slowly falling back to the trio. "You look much better than the others last I saw them."

"Liar!" Luna declared stepping forward her horn glowing.

He chuckled at her meager threat. "Not everyone can be saved from the dark." He declared with an air of arrogance. "Take that back to Lloyd, he can tell you what it means."

"Does that mean your letting us go?" Rarity asked. She was trying not to show how concerned she was about the others and truly didn't like being in this beast's presence.

"Of course I am dear." He said in mocking sweetness. "Just as soon as I have that pretty box you're carrying."

Rarity stepped back as Artimus pushed himself in front of her. Rarity noticed then his horn was glowing but only very dimly.

"You wish to take the elements of Harmony?" Luna boomed. "Why?"

"Simple." Darkside shrugged. "I don't like others having weapons to use against me. See I don't know what those things can do, so better to play it safe and keep them away from you." He stepped closer, now only ten feet separated the trio of magical equines and the large demon before them. "Now hand it over and you leave without a fight. Choose to keep it selfishly. . ." he gently nudged one of the golden bodies near him. "And I get to have some more fun right now."

Luna snorted and her horn glowed with a powerful dark blue light. "Never." She declared.

Darkside gave a large sigh. "Always have to be difficult. Even when I'm trying to be nice." His eyes lifted from the floor, glowing slightly. "So be it. Let's see if you're tougher than your sister."

Luna lowered her head and growled magic building along her horn. Artimus huffed once and looked around.

"Now!" he called.

All eyes fell on the dark unicorn before five streaks of light slammed into Darkside's side knocking him over. Before the beast could rise magical chains erupted from the ground and bound him down. As the large animal thrashed in his binds five gold and white forms descended from above. There was the singing of sliding metal and Darkside looked up to behold five white Pegasus with silver blades on their wings drop onto him slashing his hide.

Two made clean cuts along his flank and back before a violet shield covered him deflecting the others. The Pegasi recovered and flew high to the domed ceiling. From the side of the chamber five black coated unicorns, their armor in various states of disrepair walked in. their horns glowing as more binds shackled the thrashing demon.

"Artimus?" Luna asked stunned.

The unicorn smirked in spite of his pain. "I sent out the call when he showed up." Artimus explained. A loud roar made his eyes narrow as Darkside ripped from the chains and stood back up.

"You miserable little ingrates!" He roared. His own horn glowed a deep dark purple.

Artimus' horn glowed as well and the other unicorns quickly rushed in close their own horns glowing. A dark violet blast erupted from his horn streaking towards the unicorns but a massive green shield blocked the beam's path deflecting it up. The blast shattered the ceiling above them but the Pegasus above evaded the blast and dove down again.

Darkside saw them coming and before any reached him his shadow shifted several tendrils of black streaking out to pierce them.

"The tendrils are like snakes and blades! Remember they can shift quickly!" Artimus called. The Pegasus scattered as the spikes streaked up .One of them had his armor clipped but escaped without injury. One hit the ground and charged the alicorn from the side. Darkside swerved to use his magic, in that same instant a second salvo of green light bolted at his side. The black shadow beneath him rose as a solid wall of black stopping the violent spells cold. Darkside's horn glowed it's light sweeping over the floor toward the Pegasus.

The guard tried to leap high but the blast was too fast. He wrapped his wings around himself to brace from the attack. Thrown back he stopped just before hitting the ground suspended in the pale green light of Artimus' horn. Darkside smirked but didn't see two other Pegasus swing in behind and strike him. Their wing blades left a pair of deep gashes along his back. The alicorn snarled and his shadow leaped after them but the fliers flew and high away from him.

"Hit and run! Don't grapple with him! Beware the shadow!" Artimus called out orders to the guards as they flew away and the tendrils chased them but could not keep up with the fast fliers. "We've fought him before, I've seen how he fights." Artimus said as much to himself as to a stunned Princess Luna and Rarity.

Luna had never seen the guards in true combat, only the training drills she had observed but there was much more to them now than she had ever seen. A fire in each of them burned as they fought, Unicorns casting spells around the alicorn and the Pegasus sweeping past him again and again slashing with their blades or scratching his hide. Their attempts were losing success however as Darkside seemed to become more careful keeping a shield around himself so the Pegasus' attacks would only glance off and lashing out with his shadow to drive them back. The unicorns were forced to shield themselves and sometimes the Pegasus more and more as Darkside lashed out with his shadow and magic more.

"Princess," Artimus said gaining her attention from the fight. "Please, you and miss Rarity must flee. We cannot win this fight." Artimus never took his eyes off the battle before him. The guards were fighting well but even with him calling our orders they were still weakened. The adrenaline of the battle would wear off soon. The Pegasus were already slowing, one of them had gotten his wing lashed by a tendril forcing Artimus to order him to retreat. The Unicorns were still five strong but they showed clear signs of fatigue straining to keep up their casting. "Please your highness, leave while we hold him off."

"We cannot allow that." Luna said.

"Yes, you'll be killed if you all keep fighting. We must fight or run together." Rarity said.

"Please your highness." Artimus' voice lowered to a whimper she had never heard from a guard. "We are the royal guard. We failed once before to protect you and Princess Celestia, please give us the honor to defend you once more." Artimus stood high and proud, ignoring the blood dripping from his flank. "We will hold him off as long as we can and wound him as much as we are able. I only ask that you defeat him." For the first time a smile broke the guards face. "And remember us."

Luna choked back a tear before she nodded. "Fight well Artimus." Luna pulled Rarity close who was crying herself before spreading her wings.

"Where the hell do you think you're going?" Darkside shouted. The shield around him dropped and he spread his own wings leaping into the air. With a roar he smashed two Pegasus guards from the air and leaped at the princess who's horn was beginning to glow.

Two black tendrils shot from his underside aiming for the princess exposed chest. Artimus slid between the two his horn glowing as a green shield appeared. The shield held for only seconds before shattering like glass. The tendrils slid through and pierced the unicorn's body one in his chest and the other splitting his helm and grazing his left eye with a splash of blood and a pained cry from the unicorn.

"Artimus!" Luna called preparing to attack herself but his voice halted her.

"Run Princess!" he called. With a yell his horn erupting a fountain of magic striking Darkside full in his exposed chest. The large beast gave a grunt as he fell back to the ground and was pounced by the Pegasus. Luna clenched her eyes shut and vanished in a ball of dark blue light.

Darkside roared and glared up at the injured, one eyed unicorn. "You stupid little bastard."

Artimus grinned, ignoring the blood that covered his now wounded left eye blocking his vision.. "You don't hate me yet, but you will. Clip his wings!"

The Pegasus on his back lashed out with their wing blades but before they could find purchase, the shadow erupted from under them grazing their wings but quick movement on their part spared them their lives. One however was a moment too slow and the tendril gripped his leg. With a violent jerk the Pegasus fell to the floor with Darkside. Artimus tried to call out but three spikes pierced the guards armor and hide erupting blood from his neck, head and torso. The now red stained Pegasus gave single cry before falling limp.

Darkside seemed happy with his kill and flung the body at the unicorns. None of them could react to the body of their comrade flung at them before the body knocked three of the down like bowling pins. Darkside used the chance and charged power to his horn. A dark blast erupted and caught one of the fleeing Pegasus in his wing, scorching the appendage and sending him to the ground with a screech of pain.

"You two get him out of here!" Artimus called to the two remaining Pegasus. They quickly obeyed grabbing the wounded Pegasus and carrying him from the room on their backs. The unicorns were back and shielded the fleeing wounded from the black tendrils that tried to snare them. "Round up!" Artimus called.

The unicorns understood the order and quickly ran to circle the alicorn. The larger dark stallion growled lashed out but Artimus was shielding them so the tendrils glanced off the shield. The unicorns circled the stallion and without another word each of them let loose a blast of energy that circled the alicorn. Darkside tried to move and thrash but the spell cast on him from all sides held him in place. His shadow even thrashed and cut at the bubble of green power that surrounded him but seemed to have no effect.

"Enough!" He howled. "I am done with this game and I'm done with you! I have fought gods and demons, they believed they could hold me as well. You are nothing!" Darkside gave a mighty roar, power gathering not only on is horn but across his body.

Artimus did what he could but couldn't seem to disrupt the magic the monster was using. "Focus on the shield! Stand strong!" Artimus called but his own wounds were making it hard to follow his own advice. The world was dark around his eye, his vision failing in his remaining eye. He locked eyes with the alicorn as his power grew. The other unicorns seemed aware that something was coming but none of them retreated, no one ran or relented, they stood firm pouring their power to the shield.

Darkside took two long breaths before throwing his head back in a howl. A sphere of black energy grew from his core engulfing the entire room. The shield shattered, the unicorns sent flying or consumed in the black light. The entire room was enveloped in darkness as Artimus stood as firmly as he could before the energy struck him.

Then all he saw was darkness.

**Ok really long chapter there. I really want to ask for everyone to leave some comment on the latter half of this chapter. I wanted to make the guards seem like they were actually kinda tough since they seem to get written off as evil or weak in everything I've read. So let me know, please review, and blah blah blah. You know what I'm saying.**


	11. Chapter 11

Twilight gently stroked the large white neck of her mentor. "Why isn't she awake yet?" She asked the colt over her shoulder.

Lloyd looked at her from his position by the window he had retaken. His face dropped a little as he looked at the purple unicorn. "She was really hurt and expended a lot of her power shielding herself. She'll be fine I promise she just needs to rest." He assured. "Her wounds are healed she just needs to get her energy back now."

Twilight sighed and looked back at Celestia. The mare was breathing normally at least but her coat was matted with sweat and her eyes had still not opened. Her pupil looked on worried, anxious but hopeful that her mentor would at least move or give some indication of her recovery. A rag shrouded in purple light dabbed her face wiping away the sweat. "I've never seen her like this." Twilight whispered more to herself than anyone else.

Spike had fallen asleep a while ago and was curled up happily and tucked away upstairs, leaving the two ponies still awake in each other's company. Lloyd glanced quickly to Twilight who was busying wiping sweat from her mentor's head. The outside was shrouded in darkness, the moon bathing the town in a half pale glow. He took a sharp breath when a spark shot in his head making him jump.

"What's wrong?" Twilight asked from her mentor's side.

"One of the kids left the other building." He said standing and looking out of the building.

"Who?" Twilight was on her feet now walking next to Lloyd.

"I don't know. Not the adults or the babies, they haven't moved but one of the other ones just left the shield." Lloyd never looked away from window his eyes narrowed. "I can't tell who it was but the other two are still there."

"We have to go after them." Twilight said bounding to the door.

"No!" the colt jumped to the floor trying to bar her way. "We can't leave till everyone gets back, you can't go out there alone."

"One of those fillies is out there alone, I can't let them run around out there." Twilight declared while she tried to side step Lloyd.

"You can't just . . ." His words were drowned out in the sound of a loud bang and a brilliant flash of light from within the tree house. Twilight spun instinctively back into the house to see Luna and Rarity now standing in a fading ball of blue light.

"Princess Luna! Rarity! Your back! That's . . ." Twilight's joy was stopped short when she saw the tears in Luna's eyes. "What's wrong?"

"Twilight, it was horrible. Come on Princess, sit down." Rarity gently guided the crying Princess next to her sister and helped her to sit on one of the cushions. Once the moon princess was seated crying into the cushion Rarity whipped back to Twilight. "Quick Twilight where's Lloyd?"

"What do you mean he's right . . ." As the purple unicorn turned back the space before her was vacant with only the door in front of her. "Lloyd?"

"What the hell is wrong with you people?" All eyes were drawn up to the voice. In the rafters of the Library was a grey colt clinging to the wood. "Have you never heard of knocking?" With a growl he leapt down and landed with a thud on the floor. "Now what's wrong?"

"Darkside was at the castle." Rarity announced.

"Are you okay? Did he hurt you?" It was Lloyd speaking as he stepped next to the white unicorn and glanced her and the princess over.

"We are fine." Luna spoke just loud enough to be heard. "Our guards were still there. They fought him so . . . so we could get away." The princess' eyes never left the floor.

"Did you get the elements of Harmony?" Twilight asked, stepping next to the princess and trying to comfort her with a hoof on her back.

Rarity nodded and lifted the chest from her back. Her magic set the ornate chest to the ground and opened the lid reveling the powerful artifacts.

"We might have a chance then." Lloyd said with a nod. "I'm sorry about your guards, but they are doing the right thing." Lloyd didn't look at the princess but Twilight could hear the waver in his voice. "When this is over, I would like to know their names. To remember them."

"That's not all. He said something to us before the fighting broke out." Rarity said drawing the colt's attention. "He said he had seen our friends. He . . . he said that they weren't doing very well, and he seemed . . . happy." Rarity paused and gathered her breath. "He said to tell you something, a message."

"What did he say? Exactly, word for word, what did he say?" The grey colt was fixed on Rarity his eyes bearing into her. Her words seemed to have taken his complete attention.

"He said, 'Not everyone can be saved from the dark.'" The unicorn recounted. "He said he had seen our friends already and that we were in better shape than them." Rarity's eyes were starting to water and her legs beginning to shake. "What does he mean?"

Twilight walked to hug her friend as Rarity started to cry. She did all she could to hold back her own emotions to be strong for her friend. Neither of them saw Lloyd's horror struck face.

"No. No no no no no." Lloyd's voice was only a whisper in the library. "Not again. Not again." He shook his head staring at the floor.

"What is it, what does it mean?" Luna demanded. The other unicorns watched him for an explanation.

He shook his head and regained the fierce look in his eyes he owned. "You two have to go and find your friends right now." He walked to Rarity and Twilight. "Darkside got to them, I don't know what he's done but you have to go and find them."

"What does it mean?" Luna demanded again, this time standing to seem stronger.

The grey colt heaved a deep sigh and looked around him. The two unicorns holding each other were staring at him with the same scared expression that the princess was trying to hide, scared and desperate for answers. "Darkside said that exact same thing to me once before when he told me to check on my best friend. I went to her and . . . she had killed herself." Three low gasps echoed in the room. "It's his way of saying that he's gotten to your friends. You have to find them, there might still be a chance for you to save them. If that's what he said it means he used his power on them and he's saying that you can't save them from the dark."

"But can we?" Twilight asked, her voice shaking.

Lloyd averted his eyes. "There is a chance, but the longer we wait the less chance there is." Lloyd started pushing the two mares to the door. "You have to save them from themselves."

"You think he used his power on them?" Twilight asked.

"No doubt, that's why he told you. He wants you to find them and see what happened, but we can maybe still save them."

"What about the elements?" Rarity asked.

"They will stay here and Luna can protect them." He glanced to the princess. "Right?"

She nodded forcefully. "I will defend the elements and my sister from this monster himself if I must." Her voice was strong if laced with sadness.

"So are you coming with us?" Twilight said with more hope than she should have, but the colt shook his head. "Why not?"

"You don't need me. I can't help here." He said. "Your friends are lost in the dark right now, only their friends can bring them back. You have to find them and remind them that they are more than just dark thoughts and evil. Only you two can do that."

"Then what are you going to do?" Twilight asked.

"I'm going for the book." He said decisively. "If you can't . . . if something happens to your friends, we need a way to stop him."

"You don't think . . ." Twilight started but stopped before letting the words out.

Lloyd sighed and looked down. "I don't want to say it but this is Darkside's game. This is what he does. I-I want you two to understand that when you find your friends," He stopped taking a deep breath. "Just try to understand. You may not like what you find, it may be . . . very bad." His tone was dark and low.

The three of them stood in front of the door for far too long before a deep blue aura took hold of them all and shoved them outside to the dark. They all glanced back to see a firm Luna in the doorway. "Go. Your friends need you." She declared before turning to Lloyd. "You . . ." Her voice trailed off, anger burning at the edge of her tone but Lloyd held her gaze. "You have much to answer for."

"All in good time. For now, you two, stay strong and remember, you are the only ones who can bring them back." Lloyd quickly made a hesitant and sloppy hug to both of them before galloping off towards the forest.

"Where do we go first? How are we even supposed to find them?" Rarity asked, but Twilight was already galloping away. "Twilight!" She called giving chase.

"Sugarcube corner." She called back. "The cutie mark crusaders made it there while ago, they must have seen Rainbow and Fluttershy. We'll start there."

Rarity was happy to hear her sister was alight and gladly followed her friend.

The unicorns ran as quickly as they could to Sugarcube corner and Twilight threw the door open right as they arrived. In the main room were two little fillies taking up a table.

"Rarity!" The little unicorn cried jumping from her chair to tackle her big sister to the floor in a powerful hug.

"Sweetie Belle!" Rarity cried back clasping her little sister tightly. "Oh thank goodness you're alright." She exclaimed kissing her on the head.

Twilight looked to the other occupant, the little filly was sitting sullen in her chair and had not moved since they had arrived. She sucked back a tear as she looked at Sweetie belle and her sister.

"Applebloom are you ok?" Twilight asked the sad earth pony.

Sweetie belle sat up and left Rarity on the floor to return to her friend's side. As soon as the unicorn was with her again the little filly fell to her chest and cried louder. Sweetie Belle stroked the filly's mane and tried to soothe her.

"What happened girls?" Rarity said standing next to Twilight. "And where is Scootaloo?" She asked noticing the Pegasus filly's absence.

Applebloom never pulled her head from Sweetie Belle's chest so the unicorn was the one to speak. "We were at the farm in the clubhouse about to go to bed when this weird stallion showed up." Twilight and Rarity felt their blood turn to ice. "He seemed nice and was trying to teach us to whistle. We went back to the house to show Big Mac and he came too.

"When we saw big mac though . . . he got mean. He-he hurt me and Scootaloo." The little unicorn raiser her foreleg and showed the bandages around her hoof while wiping a single tear from her face. Rarity felt her mind go from cold and numb to burning red. "Big Mac and Rainbow Dash saved us though. They beat him up and Scootaloo took me and Applebloom back to the clubhouse. She said Rainbow Dash told her to take us to Sugarcube corner where we would be safe. So we got in the cart and she started coming here but Applebloom wanted to see her brother.

"We went back really quick but-but. . . uh. . ." The little unicorn had tears in her eyes and was choking back sobs.

"He killed big Macintosh!" Applebloom cried out before burying her head in Sweetie belle's chest sobbing.

The little unicorn held her friend close and cried with her, the fillies holding each other for comfort. Rarity had a hoof over her mouth and Twilight simply started in shock. "Oh honey." Rarity cooed as she wrapped her forelegs around the foals. Twilight sucked back a tear and joined the sobbing group of girls.

When Applebloom finally stopped crying the two mares pulled back leaving her in her friend's care. "Girls," Twilight started. "What about Rainbow Dash? You said she was there, what happened to her?"

Sweetie Belle cradled her friend and spoke. "She fought the big mean one so we could run away. That was the last time we saw her."

"Wait." Applebloom pulled away from her friend and looked up to the purple unicorn. "She flew by ah while ago, not long after we all got here." She looked at Sweetie Belle who nodded and confirmed it.

"Scootaloo saw her and wanted to go after her but Rainbow Dash had told us to stay here." Sweetie Belle continued. "We tried to stop her but she went anyway."

"Which way did she go?" Twilight asked. The fillies pointed to the south past the town. "You two have been really good. Stay here and we'll be back." Twilight ran to the door while Rarity hung back to hug her sister one more time.

"Stay here Sweetie Belle. Take care of everyone." She gave the smaller unicorn a quick peck on the head. "I love you so much, you've been so strong." Rarity ran to join Twilight but the two unicorns stopped when they were called.

Applebloom stepped off the chair and walked to face the two of them. "Is my sister ok?"

Rarity looked to the ground but Twilight held Applebloom's watery eyes and nodded. "We're going to get her right after we find Rainbow Dash."

Whether Applebloom doubted them or not she still smiled and gave them both a hug before the unicorns ran out of the shop

"Oh Twilight. Big mac. . ." Rarity didn't know what else to say.

"I know Rarity." Twilight sounded strong but tears fell behind her as they ran.

"H-how are we going to tell Applejack?" The white unicorn cried as they galloped south.

"One thing at a time." Twilight chocked out. "We have to find Rainbow Dash and Fluttershy first."

Rarity was quiet for moment before she looked to her friend. "Twilight. . . If he killed Big Mac. . . you don't think . . ."

Twilight didn't say anything but her pace increased as they cleared the buildings on the edge of town. As their hooves beat the earth Twilight watched the sky and glanced down just long enough to skid to a stop.

"Twilight what . . ." Rarity stopped when she glanced around and saw the ground. Dotting the brown earth, draped in the light blue light of the pale moon was the bright red liquid pools of blood. Rarity gasped and stepped back. The blood dotted the ground creating a trial of small pools that lead farther south. "Twilight." Rarity didn't know anything else to say.

Twilight tried to control her quickly accelerating breathing. Her heart was beating so hard she could taste it in her throat. The blood seemed to swim over her vision, blotting out everything. The light and the red just all blurred. Her mind conjured images, visions of Rainbow Dash, of Fluttershy in a pile of red, unmoving and breathless. Twilight started shaking, her legs giving out as she fell to the ground. Rarity's words never reached her brain, dying out in her ears.

"Twilight! What's wrong?" The white unicorn pleaded stepping in front of her friend. Twilight's eyes were spilling tears but her face never so much as flinched. Her eyes were frozen on the ground looking past Rarity to the blood on the ground. "Twilight snap out of it!" She grabbed her friend's shoulders and shook her trying to get some reaction.

Twilight's eyes dripped salty tears but she still didn't so much as blink. Rarity curled her lip in frustration her own eyes wet as she tried to elect some response from her friend. Anger and fear driving her actions, she drew back a fore hoof and slapped it across Twilight's muzzle shaking the mares head like a rattle.

The burning sensation along the side of her face brought Twilight back to the waking world. Her vision flooded with color before reforming to form her friend staring into her eyes. "Rarity." She whispered, her voice weak. She swallowed a lump in her throat before blinking away her tears. "What happened?"

"I don't know dear you just zoned out. It's like you weren't even here." Rarity said her own voice shaky.

"I'm sorry." She apologized shaking her head again. Her eyes fell back to the ground and red trail that led into the night. "I'm scared Rarity."

The other unicorn nodded her head following her friend's gaze at the red trail. "So am I darling. But we have to keep going. For everyone else, for Rainbow Dash and Fluttershy."

"I should have listened to Lloyd better." She managed to stand again and looked at the sky. "I'm scared of what we're going to find."

"We can't stop now. We have to move, we have to find them." Rarity's own voice was weak and wavering in the wind. She was just as scared of what awaited them at the end of the bloody trail before them and what awaited them at the end of Darkside's game.

"Your right, we have to go." Twilight shook her mane blinking away her tears and suppressing her fears as much as she could. With her glowing horn lighting the way they charged down the way into the night, following the red trail.

. . .

Not so far from the unicorns, a little orange Pegasus beat her wings furiously, her little scooter zipping over the earth as she followed the path Rainbow Dash had left. Her lips were set tight to avoid crying and her eyes were narrowed in focus, scanning the sky above her for any trace of her idol.

Scootaloo slid to a stop and glanced around at the lowest clouds around. The red trail she had followed since leaving Sugarcube corner had disappeared some time ago and now only her instincts were guiding her. The breath burned in her lungs as she swallowed back another wave of sadness. Ever since what happened at the farm Scootaloo couldn't get this knotting feeling in her stomach to go away.

She had listened to Rainbow Dash and gotten her friends to Sugarcube corner. It had taken so long to get Applebloom to stop crying and no sooner did they manage it then she caught sight of a rainbow blur going over the town. If not for the just so angle of the moon Scootaloo wouldn't have seen the shining water that trailed the blur. No matter what Sweetie Belle and Applebloom said, Rainbow Dash was in trouble and somepony had to help her!

The little filly looked around as much as she could, moving slower now both to search better but also because she was having to huff for every painful breath. Her stamina had been burned through on the run from Sweet Apple Acres, since leaving Sugarcube corner she had been fueling her wings on pure adrenaline which was quickly fading to be replaced with dread.

"Rainbow . . . Dash." The little filly tried to call but her lack of air made her yell no more than a whisper. Scootaloo looked everywhere trying to find the familiar rainbow that would help her find her friend. "Rainbow. . ."

A sob interrupted her weak cry. Scootaloo ran as fast as her legs could take her, trying to follow the sound. There was another soft sound and she turned to chase after it. The sounds got louder, it was someone crying, sniffling and whimpering. Scootaloo stopped as the crying stopped, looking around. She growled trying to find the source of the sound when something fell on her muzzle. She wiped her muzzle with her hoof and saw water.

The filly looked up and felt her heart bounce in her chest at the rainbow setting lazily off a low hanging cloud.

"Rainbow Dash!"

**Author note: I want to thank the Guest who left the last review and the one before it. You have made a good point I didn't realize before. I did write this a long time ago and I hope I have improved since then but I see what you mean. While nothing will change in this story as I have already written it I will look for it in future stories regarding Darkside. **

**Now I'm out of stuff to say.**


	12. Chapter 12

Lloyd ran between the trees and slowed down to a trot as he passed a large knarled tree that appeared to be looming over him. "If these things start moving, I'm burning down the forest." He muttered to himself. He closed his eyes and let out a deep breath. A small wave left his body and flowed through the forest. He felt the wave reverberate from his goal like sonar. _Not far now._

The book was close, he could feel that much, but his mind was still hanging back with Twilight and Rarity. He didn't like sending them off alone. Now that he thought about it maybe he should have gone with them, if Darkside went after them they might not be able to escape. The others had all been in pairs and he had gotten to them, now they might all be dead.

_No! Don't think like that!_ He chided himself. _That's not how he works. It's more fun for him to toy with people than to just kill them. _As much as he hated the demon he had created he did enjoy that one fact, that Darkside's desire for fun made him less likely to kill indiscriminately, and he would never kill someone he thought was interesting till he had his fun.

Lloyd stopped and closed his eyes, another pulse leaving his body over the trees. The ping was close, right on top of him close. He glanced over the forest floor, at least what he could see in the darkness. He blinked and a bright ball of white light rose from the ground next to him illuminating the dark forest floor in white light. "Where the hell is it?" he cursed scanning the ground. There was no sign of the book on the ground but he knew it was here.

There was a sudden shift in the trees making him jump to the defensive. The branches shook and dropped a large leather bound book to the ground several feet in front of him. The massive book was as thick as a brick, its dark red bindings and worn spine were blending with the dark of the night but easily seen with Lloyd's light. Emblazed in the cover was the image of two warriors crossing swords. One warrior colored white wielding a black sword and the other was colored black wielding a white sword.

Lloyd let out a happy chuckle as he skipped for the book. _Thank you whatever god did this._ He thanked. The book however vanished from his sight, replaced with a set of large and powerful black legs.

Lloyd dug his hooves into the ground growling as he locked eyes with the new arrival. Darkside had his trademark smile but he also had a few new marks. Dark blood mat into his coat along his back and face seeming from a number of healing slashes along his back and side. It was nice to see him hurt. "Darkside, how are you?" He said with a grin.

"Oh don't be coy," Darkside sneered, his anger showing through. "Someone hurt me, I'm a little pissed. But I'm calming down."

"Oh what a shame." Lloyd mocked. "By that I mean it's a shame you still have a head."

"Cute." Darkside's horn glowed and the book lifted from behind him to hover next to his head. "You seem to have lost something."

"Yeah, thanks for finding it. I'll take it from here." Lloyd made no move towards Darkside but his golden aura glowed from his grey coat.

Darkside looked from the grey colt to the book before him. "No, I think I'll keep it. Might be a fun read." His eyes fell back to Lloyd. "But then again I already know how it ends."

"Why keep it. You can't use the book Darkside, It's mine." He said bitterly.

"Maybe, but I'm learning new tricks all the time, never know I might be able to use it myself, maybe I'll throw you out of this world for a change." The demon said with a smirk.

"Shut it. Hand over the book." Lloyd demanded.

Darkside chuckled again. "So mean. Tell me how are the girls doing? I was worried when I saw their friends." Lloyd drew back his lips in a snarl. "They weren't doing well." The larger male watched his smaller foe tighten in anger with an amused eye. "Now there's no need to be so angry. I promise you I didn't kill any of them, well none of those girls anyway, those guards though, they had it coming."

"Seriously. Shut. The. Fuck. Up." Lloyd spat each word with hate. "Give me the book and I'll let you go here without a fight. We can finish later."

Darkside tried to stifle his laugh making his head shake. "Oh come on!" He giggled. "You can't threaten me Lloyd. Just admit it, you've lost. This world is on the verge of breaking, its gods lost to me and the little heroes you rounded up are broken. Even if you managed to get that weapon of theirs to work what makes you think you have any more chance against me here than you did in Gimel?"

"Enough of this bullshit." Lloyd hissed. The golden aura seeped around him, the grass starting to glow and heat up. The air around him shimmered with power as he took a deep breath. "Me and you right now. I'll end it here. I'm not worried about destroying the book. I don't need the girls to help me, you know that." His power seemed to take form around him readying itself to lash out.

Darkside didn't laugh, his smile however cracked wider. "Do you really think I came here without a plan?" He lifted his head higher. "You smell that?" Lloyd slowly raised his own head cautiously sniffing the air. It smelt like leaves, trees and . . . smoke.

His eyes shot open focused on his grinning foe. "Did you know there is a lovely woman who lives near here? I met her on my way to find the book. Wonderful girl."

Lloyd let a feral snarl tear through his teeth. "What did you do?" He hissed through bared teeth.

"Temper temper Lloyd." Darkside chided. "I haven't killed her, there would no point since you're going to play the hero and go save her before she burns to death. And I know you're going to help her and let me leave because deep down, you're a hero. A simple little predictable hero."

Lloyd quickly reached out with his power. Across the forest floor he found the building where the smoke was coming from. There was still someone inside, whoever it was they were alive, at least at the moment. He opened his eyes and faced the grinning demon. "You're a fucking monster."

"Any other obvious points you want to make? No? Then I'm going to be on my way." Darkside's wings spread wide. "I would hurry, that lady won't last long in those flames." He gave a maddening cackle as with a single stroke of his wings he lifted high into the air.

Lloyd instinctively began to leap after him but stopped before he could leave the ground. He could give chase, catch him, and end it here.

_At the cost of a life!_

One life for the good of many!

_One life you could save!_

I can catch him now and get the book! I can't let him get away!

_You can't condemn someone to death!_

His mind was rebelling as the colt watched his enemy fly higher in the air. He could still catch him, he could still leap after him but He knew the price he would be paying if he did. His teeth ground into each other as he pawed at the ground readying his leap.

"God fucking Dammit!" He shouted turning his back on Darkside and sprinting as quickly as his legs would take him to the source of the fire. A pillar of black smoke was pouring above the tree cover, its tower still visible as it shifted against the black sky. Lloyd's hooves beat the grass beneath him but he knew he wasn't moving fast enough. He leaped across the grass and sucked in a deep breath. When his feet touched ground he let it loose, the power surging under his feet and throwing him forward in a dash so quick he became only a blur in the night for a moment.

When he landed he was outside the house. Flames had already fully circled the tree making no clear way inside. He could see flames burned freely inside as well, but first things first, he had to get in there and save the women Darkside mentioned. A quick check confirmed she was still in there and still alive. He flexed all his muscles for what he was going to do and leaped spinning his back to lead the way through the only window he saw. A shattering of glass and string of curses later he rolled on the floor inside the hut.

Smoke was billowing out from every nook and cranny above him but the low ceiling ensured a thick cloud of smoke was all around. The heat was already blistering outside, now he felt like he was in an oven. He closed his eyes being unable to relay on them in the smoke, and kneeled to the ground to keep away from the smoke. He reached out and felt her, near him. The colt pulled himself over the floor holding his breath as much as he could. He jerked away when he brushed near something on fire. He hastily pat the burning area stomping out his burning fur. _I stay here much longer this whole place is going to go up with me in it._

Another feel with his power and another hesitant reach out later he found something warm but not hot. The soft fur felt familiar and safe to him. He opened his eyes, regretting the choice as the smoke burned his eyeballs. Whoever it was was unconscious but she was breathing and that was good enough.

_Okay, Now I have to get out of here._ He glanced around but black smoke and red flames consumed everything. He could see the flames crawling quickly over the floor nearing them. He didn't have long, only one real idea came to mind. He leaned over the mare. "Sorry." He said as much as he knew she couldn't hear him. His forelegs held her close to his chest while he gathered his power.

Among the burning flames a golden light shown through. A bubble of gold surrounding the two ponies trapped in the flames. Lloyd took a moment before he released his spell. The golden wave exploded outward fast as a bullet. The flames flew back in the force of the blast, the walls they clung to breaking apart and splintering out like a blooming flower. The smoke flew in every direction blown away by the great wind from the explosion.

Lloyd slowly took his breaths in slowly relishing the fresh air. The fire was nothing but a few small embers around of them. The house they had been trapped in was now just a crater, bits of wood marking where's its walls had once been. He roused himself and gave one final look around to ensure it was safe before looking down on his charge.

She was another pony, no surprise there, but she seemed a little different. She didn't have a horn or wings, though her mane was stripped, so was parts of her body. Lloyd brushed at her thinking it was just the black of the soot and while some of it was most seemed to be natural stripes. What was more was the odd jewelry, rings around her neck and one of her forelegs. They were gold under the ash and soot but at least they hadn't been cooked in the fire so he saw no need to take them off. He just blew up her house there was no reason to further her dislike of him.

She was completely out of it and shaking her didn't seem to wake her, but she was still breathing and making a weak moan when he shook her. Lloyd sighed and fell on his flank. "I'll kill that bastard." He hissed. He tried to quell his anger but quickly realized it was pointless. Whatever that bastard was up to he had to get back to Luna, ensure she and Celestia were ok. He looked down at the unconscious pony before him. Leaving her here was stupid and dangerous, but so was bringing her to the library. He bit his lip debating it before kneeling down and carefully lifting her to his back.

"I'm going to regret this, I just know it." He murmured as he slowly trotted through the forest back towards town. He chanced a look at the mare on his back, she was still asleep her face showing no signs of pain or discomfort. "Sorry about your house. I'll pay for that, somehow, maybe, who the hell am I kidding, I'm screwed."

. . .

Scootaloo waited for some response before calling again. "Rainbow Dash! It's me!" She called again to the rainbow tail above her.

"Go away!" A voice came back. Scootaloo winced at the harsh tone in the mare's voice.

The little filly stepped a little closer to the cloud. "Rainbow Dash, are you ok?"

The cloud shuffled and Scootaloo watched the rainbow tail disappear to be replaced by a rainbow mane and a face that made her cringe. The blue coat was stained red around her neck and the blood had moved to smear parts of her muzzle. Dash's eyes were as red and swollen as her neck and all the more terrifying by the way they were narrowed in anger. Scootaloo wasn't scared through because Rainbow Dash looked scary, she was scared because Dash looked scared, and seeing her friend in such shape shook her.

"Just go away Scootaloo!" She yelled down. "Just go away and never come looking for me ever again!" The mare turned away and buried her head back in the cloud.

The orange filly looked up in shock and blinked her eyes trying to understand what happened. "Rainbow dash," Her voice was quieter but she was sure the older mare could still hear her. "I'm scared, what's wrong?"

"Don't you listen ya idiot!" She yelled again. "Just go away! I-I-I failed. I-I lost. Just . . .just. . . leave." Dash's voice trailed off into more tears.

Scootaloo jerked a bit at the word 'idiot.' Rainbow Dash was never this mean, a little bit snappy but never so mean. "Rainbow Dash. . ." The filly's voice fell away, what could she say? "Please, it doesn't matter what happened, you're still okay, you can fix it. You can fix anything!"

"You can't fix everything." Scoot barley heard the quiet words. "Just go away Scootaloo, if you come near me your just gonna get hurt." Rainbow's voice wasn't angry, at least not at Scootaloo.

"Rainbow Dash please come down!" The orange filly said jumping in place. "We all need your help!" She paused for a second and shook away the burning in her eyes. "I need your help, please!" She called.

Rainbow curled tighter on the cloud. She couldn't risk it; she couldn't go back out and try. She failed, it was her fault! All her fault that Big Macintosh died. What if she failed again? What if this time it was Fluttershy who got hurt? Or Scootaloo?

She bit her lip to push back her own tears no matter how in vain it was. "Find someone else to help you kid!" She said before burying her face in the cloud and sobbing. "Cause I'm just a loser." She whispered.

Scootaloo clenched her teeth. She could barely hear Dash anymore and the young filly was getting tired of talking to the bottom half of a cloud. Scootaloo lowered her legs and shook her back, letting her wings flare out. With a heavy grunt she jumped as high as she could and beat her wings madly. Her eyes shut tight in concentration she didn't notice she was only hovering a few feet off the ground till she opened her eyes.

"Horseapples." She cursed falling down again. The little crusader looked around for some way to climb up to the cloud. There was a tree but it was way too low, she couldn't climb it and reach the cloud. She couldn't _climb _it.

The filly smirked at her plan. It was something Rainbow Dash would do. Daring, fast, and admittedly really dangerous. Scootaloo jumped back to her scooter and kicked off sliding down the road before she turned around. The tree was dead ahead, a short distance but just enough. The filly took a few deep breaths to calm her rapid heart, beating fast in equal parts fear and anticipation. _For Rainbow Dash. _ She thought as she kicked the ground.

Between her kick and her wings the little Pegasus got some impressive speed towards the tree, never changing direction. The dark tree seemed to be taunting her in as she sped towards it. Every fiber of her body screamed to turn away but she kept going straight. As she neared she gripped the handlebars and jerked up while giving a strong beat of her little wings. The wheels left the dirt ground just as planned.

She sucked in air in preparation for the jarring impact but it did nothing to truly prepare her. The scooter hit the tree, riding right up the side, her speed sending her shooting up the side and firing off the side like a rocket.

For a few majestic seconds Scootaloo was flying, high in the air, actually getting just above the cloud Rainbow Dash was on. A second later gravity caught up to her. Scoot dropped her scooter so as not to be weighted down and beat her wings with all her might. The scooter's fall was foreboding as it hit the tree and spit apart to tiny pieces but Scootaloo never looked down, her eyes trained on the cloud before her. It was only a few more feet and her wings were keeping her up, at least a little. It took all her strength to keep herself from plummeting below.

The fluffy edge was in so close, she reached out, her hoof inches away when her wings started to slow. The filly closed her eyes to focus, she was so close, just a little further. Finally her hoof felt the fluffy edge of the cloud. Her wings finally give out in relief. The moment her wings stopped so did Scootaloo, her rump falling quickly leaving only her front hooves clinging desperately to the edge of the cloud.

"Rainbow Dash!" She grunted trying to pull herself up but her strength was faded. She huffed and pulled again but only succeeded in tearing off a piece of cloud. "Rainbow Dash! Help!" She cried urgently as her legs moved closer to the edge taking bits of the cloud with her. Her rear legs trying to reach up but she couldn't manage to find anything to catch them..

"Sccot?" Rainbow looked up and saw the orange filly clawing at the edge of the cloud trying to pull herself up. "What are you doing?" She shouted jumping to her feet and jumping to help her.

Scootaloo tried to reach up but the move was sudden and caused a light poof sound. Rainbow's eyes shot wide as saucers as Scootaloo disappeared over the edge of the cloud with a whimper and a scream from below.

"Ahhhhhh!" The little Pegasus screamed as the cloud fell from her hooves and she plummeted down. She tried to flapping her wings but they were sore and weak from her last stunt barley making anything more than weak flailing.

"Scoots!" Rainbow Dash screamed over the edge. Dash kicked the cloud to bits as she rocked down, barley even visible as she darted straight towards the ground. Scootaloo was still trying to flap her wings with her eyes wrenched shut when Rainbow caught up. With a quick spin the blue mare snatched the smaller filly in her forelegs. The ground was too close for anything else so she did the only trick up her sleeve.

A quick barrel roll sent the two drifting just over the ground, but the earth was still coming. Dash held the filly tightly to her chest and wrapped her wings around them both before the ground hit. The cyan mare tumbled and rolled a dozen times over the rocks and dirt before finally grinding to a painful stop with a pained grunt.

Her flank felt like it just ran into a lightning bolt and her whole body was aching in pain from going so fast to crash but nothing felt broken, a feeling she was familiar with. She opened her wrenched eyes and looked down to her charge. The dark pink mane was covering Scoot's face but the filly had her legs wrapped tightly around the body of the larger mare. Dash could feel the little filly shaking in her grasp. Slowly she pulled her hooves away.

"It's okay scoot, you're okay." She said patting the filly's head. Dash fell back when the little furry creature leaped up and wrapped her forelegs tightly around her neck throwing her to the ground in an intense hug.

"Rainbow Dash your back!" She sobbed into the mare's ear. Rainbow Dash stared wide eyed at the sky as the filly sobbed into her mane.

"Back? I've always been here kid." She said with a smile hugging the little filly back.

She felt the tiny head shake into her neck. "No. Earlier, that wasn't you. You weren't acting like you, you were scaring me. You weren't cool Rainbow Dash, you were mean and scared Rainbow Dash."

Rainbow Dash's eyes lowered. She remembered what she had said to Scootaloo, all those mean things, she even remembered why she said it, but for some reason she wasn't as sad as she was before. She still blamed herself for Big Mac, but somehow she felt better than before, she didn't feel useless and weak she felt . . . needed.

She slowly pulled Scootaloo from her chest and looked her in the eye as the small filly wiped her tears away. "Are . . . are you okay Rainbow Dash?" She asked with a whimper.

Dash smiled and nodded. "I'm better now scoots, thanks to you." Rainbow was the one to hug her this time making Scootaloo blush a bit and return the hug.

"How did I help you?" She asked, a shy smile on her lips.

Rainbow pulled away and ruffled the little one's mane. "You saved me from myself, from staying on that cloud and crying myself silly. You showed me that there's still someponys who need me." She smiled wider. "And who still care about me."

Scootaloo couldn't contain the happy smile or the high pitched squeak that came from her mouth as she bounced in place.

"Calm down." Rainbow laughed catching the filly. She looked from her to the tree a ways away and up where the cloud had been. "How did you get up there anyway?"

Scootaloo bounced happily as she explained the exact details of her incredible stunt from before all the way up to landing on the cloud, well almost, and how amazing it felt. During the whole description Rainbow sat with a smile her tail wagging but her eyes were slowly getting wider. When Scootaloo finished Dash had a massive grin and her eyes were threatening to pop out her head.

"Well, two things." She dropped her hoof on Scoot's head making the filly yelp and grab her own head. "That's for being so reckless." She scolded filly. Before Scootaloo could object Rainbow leaned down and kissed the spot she had just hit. "And that is for being so awesome." She giggled rubbing her head gently.

Scootaloo's breathing quickly turned to rapid huffs threatening hyperventilation before Rainbow Dash got her to calm down.

"I know your happy Scoot but we have to hurry." Rainbow said her tone changing to serious on a dime to which Scootaloo nodded firmly mimicking her hero's stern face. "That mean monster went after Fluttershy. I have to go help her, but I can't leave you out here so you have to come with me."

"Sure Dash."

"But you can't keep up with me, so you have to climb on." Rainbow Dash turned and lowered her back. "Think you can hold on tight enough squirt?" She smirked over her shoulder.

Scootaloo let out anther happy squeak before clamoring onto her hero's back. "I betcha I can." She squealed, tightening her hooves around Dash's neck. It wasn't the first time Scootaloo had ridden with Dash, but it would be the first time they would be going fast.

"Then hang on tight, cause we're going to be hauling some serious tail." She said with a smile digging her hooves into the ground. "Here we go." Without any other warning she shot from the ground like bullet, a rainbow blue blur her only trail as she rocketed into the sky and darted towards the Everfree Forest. Scootaloo clung on for dear life as the wind threated to rip her off but the adrenaline of going so fast on the back of her idol gave her strength enough.

Rainbow Dash wasn't paying any more attention than ensuring she was still on her back. Her thoughts were ahead, with Fluttershy. Darkside had left a long time ago, if he really went after Fluttershy. . .she stopped before her mind could form the images but pictures were already in her head, weak little Fluttershy broken and bloody, motionless, forever still. Her beautiful face empty of life, just like Big Mac.

Tears burned her eyes but she blinked them back letting the wind wipe them away. She wouldn't let that happen. Rainbow Dash was back, and if that monster laid one hoof on Fluttershy she would tear his beating heart out!

. . .

Blood dripped freely to the floor. Its red color stinging and seeping into the hungry wooden floor, blended in the blood was a mixture of salty water flowing and swirling with it. The mare, no longer a yellow but a deep crimson with yellow strips looked down on her scarred legs.

She had tried, so many times she had tried, but she was too scared. She was too scared of the pain; every time the knife touched her she would lose her resolve and let it fall. She sobbed harder and wailed into her hooves. Even when she was trying to kill herself she was weak! The blood was everywhere, her legs making a pool under from the many failed attempts. Despite all the blood and pain she had already created she was still here, and still away from Dashie.

_Dashie._

Just thinking about her made her grab the knife again and make a quick slash. The edge found the flesh of her hind leg and cut deep making her scream again and jerk, the knife falling again into a pool of her own blood. She failed again. All this and she was still going to keep failing. The pink manned Pegasus sobbed, into her hair, blood staining her pink hair as well as she coat.

She looked up from and slowly hobbled across the floor leaving a trail of blood behind her smeared over the floor. Her legs were weak so she more dragged herself and then really walked, but the pain it brought felt like something else she deserved.

She finally reached her goal and reached up with her wing bringing the frame to her hooves. She ran a bloody hoof over the glass frame and smiled. A picture of Rainbow dash and herself, taken only a few weeks ago. Dash had both hooves around her neck and their heads were pressed together side by side. Rainbow Dash was never scared, never afraid of a little pain if it was the right thing to do. But she was so afraid of a little pain she couldn't even put herself out of everypony's misery.

The blood on the frame dripped away as another large tear slid over the glass. _Just one more time._ She hoped. _I just wish I could see her one more time. _She sucked back another sob as she set the picture down in her lap. Her wing reached out and pulled the bloody blade back to her. "For you Dashie. I'll see you soon." She whispered kissing the glass over Dash's face.

"I'm sorry." She said as she had a thousand times before while she drew the blade across her leg one last time.

**I feel bad about this one, I've proofread this a dozen times and I still feel I could have done better, I just can't quite hammer it down. As always please review. Tell me if you can see how this chapter could have been better.**


	13. Chapter 13

Rainbow Dash had only ever moved faster when she pulled off the sonic rainboom, excluding that one time, the blue Pegasus had never moved so fast in her life. The wind tore at her mane blowing like a mad monster behind her. She could still feel Scootaloo clinging to her back for dear life, a good thing since at this speed she would have torn off a while ago otherwise.

Her mind was focused forward but not so much that she missed the sound of her own name in a familiar voice. The cyan mare glanced down as she bolted over the ground and saw the familiar shapes of a white and lavender unicorn. With a quick bank to the right and spiraling down she hit the ground, a little hard, but landed near her friends. "Rarity! Twilight!" She yelled before the two mentioned tackled her in a hug crying. "uhh?"

"Rainbow dash!" Twilight sobbed. "I'm so glad you're okay."

"We were so worried darling." Rarity said trying to regain her composure.

"I'm ok girls." The tomcolt said wrapping her friends in hug. A muffled squeal made Rainbow suddenly remember who was behind her and now underneath her. "Oops, sorry scoots." Rainbow said pushing her friends back to the small filly could get out from under them. The orange filly shook her head in annoyance but didn't seem hurt.

"Where's Fluttershy? What happened? Did you see Darkside?" Twilight started shooting off questions one after another without giving Rainbow Dash a chance to answer. Rainbow however silenced her friend with a hoof over her mouth.

"Look Twilight I don't have time to explain. Shy's in trouble, I gotta go help her." The rainbow mare said urgently. "Can you take Scootaloo back and get her somewhere safe?"

"No. Rainbow Dash I want to come with you." Scootaloo interrupted stepping up to her hero.

Rainbow Dash put a hoof on her shoulder. "I know scoot, but you gotta be safe ok? Go back with your friends. Keep an eye on em for me, k?" She smiled to the filly trying to reassure her and hide the real reason for sending the filly away.

Scoot nodded bouncing her mane. "Ok. Be careful." She said before grabbing Rainbow Dash in a tight hug.

"Rainbow Dash, you can't possibly think we're going to let you go alone." Rarity objected breaking up the heartfelt moment.

"It's too dangerous to go alone. We're coming with you." Twilight interjected.

Rainbow Dash released the filly and stared her friends down, both were shocked by the look, it was hard to describe but they saw something fierce in her eyes, more intense than any look they had ever seen. This look could hold a candle to Fluttershy's stare.

"No." she said firmly. "Fluttershy might be in trouble. I-I failed her earlier, I have to make it up to her."

"But . . ." Twilight paused remembering the filly's presence. "We don't know what happened. Lloyd said it might be bad, he said we have to help our friends and that means helping you and Fluttershy."

"Girls, I don't know how to tell you everything that happened. Not right now, but I have to help Fluttershy. I'll be faster on my own and if anyone can help her, it's me." Rainbow's intense gaze never shook.

Rarity bit her lip hesitating before saying what she felt it needed to be said. "Rainbow Dash, we know about Big Mac." Rarity mumbled to ensure she didn't lose control.

The words finally shook the blue mare's steely look. "Oh." She whispered. She clenched her teeth and reset her face with her firm eyes. "Then you know why I have to help Fluttershy. I promise I'll come back. With Fluttershy."

Rarity opened her mouth to respond but was cut off. "Ok Rainbow." Twilight said overriding whatever Rarity was about to say. "You help Fluttershy and get back to the library. We'll go help Pinkie and Applejack." She stepped up to her friend and without any warning pulled her into a tight hug. "Be careful." She whispered in her ear before pulling back.

Rainbow Dash nodded sternly before kicking off the ground into the air. A moment later she was gone leaving a blur in her wake.

Rarity walked next to Twilight speaking low so the filly watching the vanishing trail wouldn't hear. "Twilight, is this a good idea? She shouldn't go alone, what if. . . what if something happened to Fluttershy?"

"Nothing happened, and if it did Rainbow Dash will fix It." Twilight said firmly. It sounded mad but Twilight seemed perfectly confident in what she and said.

"How can you be so sure Twilight? You didn't see what that . . . monster did at the castle. We've never seen anything like this." The pale unicorn was truly afraid but still kept her voice low.

Twilight looked to Rarity who was shocked to see the same fierce look in her eyes that Rainbow had possessed. "Because if there is anything I've learned, it's to believe in my friends. And I know we can get through this, no matter how bad it seems. Come on, we need to move. Come on Scootaloo!" She called to the filly drawing her with the older mares and running back towards town.

In the deeper parts of her mind Twilight said a quick wish for Rainbow and for Fluttershy, for both their sake.

. . .

Rainbow Dash shot through the air following a dark but familiar trail to her friend's home. She didn't know for sure if Fluttershy was even there, but it was the best place to start, if not here then she would have to try sweet apple acres, after that she would search all of Equestria till she found her. The image of sweet little Fluttershy crying in pain while that monster cut her snapped back in her mind making her choke. _Never again_. She could only hope that the beast hadn't followed up on his threat or that Fluttershy had managed to hide from him well enough.

_Please be okay shy._ She hoped as the cottage came into view. She whipped down to the ground again landing too hard and making her legs buckle. With a groan she stumbled to her feet and to the door of the cottage. The door wouldn't budge. "Fluttershy!" She yelled banging on the door. The Pegasus waited for a moment but there was no response, no talking at least. She could hear something but she couldn't place it. "Fluttershy open up! It's me!" She called banging on the door harder.

The rainbow maned mare gave up on the door. Her heart was beating out of her chest and a cold sweat was sinking into her fur. Something wasn't right. She leaped into the air and found her way into the upper bedroom through the ever open window. The house was dark with no light but the moon in the windows. "Fluttershy!" She yelled again, panic was setting in, fear creeping in her spine. The room was empty and so was the next, she finally made her way to the stars jumping the whole set to the first floor.

And froze.

The entry room was only half lit but the windows were at the right angle to let the moon's light shine in. The dull pale light illuminated the room revealing the dirty floor, smears and pools of liquid that lead around to the door back and against the far wall next to a broken end table. The light caught on the shining edge of a knife, at least it caught on the parts not smeared red.

Dash felt her whole body freeze and her stomach turn. She felt sick, like she was about to throw up but worse, worse than she ever felt. "Fluu-" She started but her voice died off when she looked up from the knife and all the air left her body.

Leaning against the wall, unmoving was a yellow and red lump with strands of pink hanging over it. Her hooves were limp at her sides, her mane shrouding her face like it sometimes did, her wings unnaturally drooped and limp behind her. Laying in one hoof was the knife, in the other was a frame with dirty smeared glass.

"Shy?" She whispered stepping closer ignoring the pool of blood she stepped in. Tears were in her eyes blurring the room and her voice was shaking. She let them fall as she approached the mare she loved. Fluttershy didn't move, didn't stir even when Rainbow said her name again. "Please shy, please no." She cried walking next to her friend. Blood tainted her butter colored fur, all along her forelegs cuts and lashes etched long her skin. "Please Shy, no!" She sobbed. "Fluttershy!" She screamed falling into her lover's chest and crying. The blood was still warm on her fur but she didn't care as she sobbed and held her friend.

"Not like this! Noooo!" She wailed clinging tightly to the yellow Pegasus. Nothing mattered outside of that moment, not to her, not ever.

Thump.

Her eyes shot open and her sobbing fell silent. Rainbow fell silent and still, not daring to even breath.

Thump.

She pulled her head from Fluttershy's chest and looked to her. She had heard it, it was there, a heartbeat. "Fluttershy?" She said hopefully cupping the mare's face in her hooves. "Cmon Shy, Open your eyes." She cooed brushing the mane from her face. Her coat was matted with blood and tears but she could feel it now, she was still breathing, the warm breath hitting Dash's face.

"Cmon shy, wake up, wake up." She said gently shaking the small mare. "Cmon."

Rainbow's heart raced when she saw the mare's eyes slowly creep open. Words couldn't describe the joy in that moment as she embraced the yellow Pegasus. "Oh Celestia! Fluttershy! You're okay!" She cried into the pink mane.

"Dashie?" The other mare said weakly. "Dashie, is . . . is it you?"

"Of course it is silly filly." Dash said pulling back to look her in the eye. Her own eyes were flooding with tears of joy at being able to look into Fluttershy's light blue orbs. The yellow mare returned the happy look and even the happy tears.

"Then. . . then I did it." She hung her head her smile persisting. "I'm dead."

"What? No you're not." Rainbow said, more than a little shocked. "You're not dead Fluttershy, your fine. You're safe."

Fluttershy locked eyes with her friend, her smile relenting. She glanced down to her hooves, stained and covered in blood. "I'm . . . I'm alive?" She asked not looking at Dash's nodding head. "No no no no." She whispered franticly suddenly pulling away from Dash as if she were trying to push her way through the wall.

"Fluttershy what's wrong?" Rainbow Dash asked trying to pull her injured friend back to her but Fluttershy flailed her hooves at her friend forcing Dash back.

"Go away! You're not real! Rainbow Dash is dead!" She screamed trying to fight off the taunting phantom crying again.

Rainbow Dash was shoved back surprised by the other filly's attack. "Fluttershy, what are you talking about? I'm not dead." She said confused and a little scared.

"No! No!" The yellow Pegasus wailed shoving the other away. "Rainbow Dash is dead! She died because of me." Fluttershy's voice fell into a weak whimper. "She died because of me, because I was too weak, I'm just a burden on every pony." She started sobbing and pulling her forelegs and wings around herself in a ball.

Dash slowly reached out with her hoof. "Shy, it's okay. You're not a burden, I promise, please." The cyan mare begged quietly as she reached for her friend but Fluttershy pulled deeper into herself.

"It's my fault." She sobbed. "Sh-she died cause of me. I-I-I just want to see her again."

"Fluttershy I'm right here! Look at me!" Rainbow Dash pulled at her friend's muzzle trying to force her to look at her but Fluttershy kept resisting.

"No! You're not real! You're just trying to trick me!" She wailed shoving the blue mare away. When Dash fell back Fluttershy eyed the knife on the ground. "I have to die. I'm weak, I'm worthless, I'm just a scared little filly." She sobbed as she crawled to the blade.

"No!" Dash yelled jumping between Fluttershy and the bloody knife, kicking it away before she could reach for it. Fluttershy tried to push past Dash but the cyan mare held strong not letting her friend pass.

"Fluttershy stop it!" Rainbow yelled. It killed her to hear such things from her friend, Fluttershy was always timid, scared, maybe even weak but she never hated herself. "You're not a burden, I told you before I'll be strong for you." She said trying to assure her friend.

The yellow filly relented and fell back to the wall in her own blood. "Just go away. Let little Fluttershy die, she doesn't want to hurt any pony else." She sobbed into her wing hiding behind her mane. Dash noticed then she was scratching at the wounds on her forelegs tearing at them.

"Stop it!" She yelled jumping into Fluttershy pushing her forelegs aside. She pressed Fluttershy against the wall pushing her forelegs apart so the yellow mare couldn't move or fight. "You are weak Fluttershy but you're more than that!" Dash said trying to reign in her anger. "You're the kindest creature in all of Equestria, you're always there to help your friends, you are cuter than a box of kittens, and . . ." She stumbled over her last words. "You're the mare I love."

Dash didn't give Fluttershy a chance to respond before crashing her lips against hers. The kiss was met with a surprised muffled cry from Fluttershy but she didn't resist and after a moment Dash felt her lips soften and the kiss returned. She smiled to herself and pulled away gentling brushing the pink mane back to reveal the sad face beneath it. Fluttershy tried to say something but only the tiniest squeak came out of her mouth.

Rainbow Dash quietly wrapped the smaller mare in a warm embrace encircling the butter colored mare with her wings and holding her close. She felt the shy mare shake in her grip and sob into her mane. "It's alright." She cooed petting her mane.

"W-w-what h-h-happened?" She tried to speak between sobs.

Rainbow didn't answer since she really didn't know. She kept patting her lover and holding her close. "It doesn't matter. You're safe." Rainbow said quietly. She took a moment to suck back her tears and straighten her face before pulling away and looking at Fluttershy. "Are you ok now?" She asked.

The pink mane bounced as she slowly nodded her head. "Y-yeah. I'm fine." She said with a pitifully weak smile. Dash saw through it and hugged her again.

"I'm so sorry Fluttershy." She whispered. "It's my fault you got hurt. I. . . I lost." She admitted with a hanging head. "Can you forgive me?"

Fluttershy was still light headed, her mind swimming in some delirious state of confusion but she was aware enough to know that Rainbow Dash had never sounded like this, so sad and sacred. It worried her to say the least. Something came to her though, her hooves moving without any thought to grab her friend and pull her close letting her butter wings lay over her back.

"Don't do that Dash." She whispered. "You saved me from . . . from whatever this was." She said still confused how she had ended up in such a state. She felt safe now, safer than ever before. Even with all of her cuts she couldn't have felt safer if surrounded by an army or royal guards than she did in Dash's embrace. "You didn't lose, you saved me." She breathed resting her head on the cyan mare's shoulders.

Rainbow Dash had to put a lot of effort into not crying at what she heard. But she suppressed her tears, knowing if there was ever a time to be strong for Fluttershy it was now. She pulled back and planted a quick peck on the pale mare's cheek. She looked at her briefly before her face fell. "Stay here for just a second. I promise I'll be right back." She added the promise when Fluttershy silently shook her head, but the promise seemed to ease her worries.

Rainbow Dash disappeared around the corner and was back before Fluttershy could even think about her being gone, a familiar white case clenched in her teeth. Rainbow dash walked back to her friend and set the case down. "Uhh I think I uhh need to clean those cuts." She said awkwardly, a little unfamiliar with what she was doing.

Fluttershy smiled at her friend. "No its okay Rainbow. I-I can do it." She said meekly reaching for the first aid kit but Rainbow's blue wing pushed her hoof away.

"No, I'm going to help you. Now uh lay still ok?" She said firmly but her voice lost its resolve. Fluttershy smiled warmly and nodded obeying by lying still before the Pegasus. Rainbow dash opened the case and started shuffling about with a wing. She was quite familiar with everything in the case but more from experience of having it used on her after many painful crashes when Fluttershy had nursed her back. She really wasn't used to being the one delivering the care.

She pulled out the first thing she thought she would need, some anesthetic and a cloth inside the box. She gave a small glace at Fluttershy from the corner of her eye to ensure she was doing everything right. The yellow Pegasus wasn't giving any indication what she was doing was wrong, simply looking on with shy and hesitant glances. Rainbow Dash poured some of the foul spelling liquid into the cloth and leaned to her friend running the wet cloth over her legs.

"Sorry." She mumbled when Fluttershy winced despite her best efforts to try and be strong. Dash cleaned the blood away as best she could before getting the bandage and gauze from the kit and wrapping the legs. She went from one cut to another her confidence growing as she went. For some reason she giggled a little when she wrapped up one of the last cuts on her legs.

"Why are you laughing? If uh you d-don't mind s-saying." Fluttershy whispered.

Dash just smiled looking up from her friends injured legs. "It's just funny. Unusually you're the one patching me up after I crash." The blue mare's face tinted red as she bandaged the last cut. "It's just . . . funny." She giggled. "There. Feel any better?"

Fluttershy moved her legs and was impressed Rainbow had done such a good job so quickly. She nodded happily. "Thank you Dashie." She said leaning forward and hugging her again. Rainbow hugged back and stroked her friend's back. She could feel Fluttershy shake a little in her grip. "I'm so sorry Dashie." She started sobbing again.

"Hey don't worry about it k shy?" She encouraged. "Your safe, and that's all that matters." She smiled pulling back to lightly nuzzle Fluttershy's muzzle. The yellow filly gave a content sigh as she leaned against her love letting her head rest on her shoulder. Rainbow smiled as her wing draped over Fluttershy.

"Shy?" She said when the Pegasus's eyes started to drift close.

"Hmm?" She asked without opening her eyes.

"You can't fall asleep. Cmon we have to get going." She gently bobbed her shoulder jostling the half asleep mare. Any other time she might have just sat down and let Fluttershy sleep but now they had places to go and friends to help.

"Where are we going?" She asked blinking her eyes over and over to try and get the sleep from them.

"Twilight and Rarity went . . . they want us to go back to the library and wait for em." Rainbow said changing her mind mid-way. She didn't see any reason to worry Fluttershy over what might have happened since she didn't know for sure. "Think you can fly?"

Fluttershy stood on her hooves her eyes wincing close as she did but she managed to stand up right. "Y-yeah. I-I can make it." She winced as her face twisted in pain.

"Shy, I can fly you there, are you sure you can do it?" She asked.

Fluttershy nodded her head, keeping her eyes closed in pain. Her legs felt bad, the cuts still really sore and the loss of blood was making her weak. "I can m-make it." She stuttered hobbling to the door. Rainbow was next to her forcing herself under Shy's wings and helping to support her out of the door once it was unlocked.

Once outside she gave a flap of her wings and Fluttershy notably eased once she was in the air. Dash smiled seeing a forced but genuine smile cross her friends face. "We'll take it slow ok?" She said rubbing beside her for a moment. Fluttershy nodded and pressed back. The two slowly lifted into the air staying close to each other, Rainbow Dash often gliding over to brush against the pale yellow Pegasus, assuring her as well as herself.

Shy was safe. That was enough for now.

. . .

Applejack pushed back with her own hooves as much as she could her hoof digging into the pink chest before her. Her eyes were locked deep in Pinkie's blue eyes but they were different, narrowed in anger and a rage words couldn't describe. AJ's broken leg wasn't doing her much good and every time Pinkie pushed harder it jerked the bone making her scream.

The pink pony had already managed to get Applejack once across the face with the blade of glass she held and no matter what the farmer tried she seemed to not hear. The mad and constantly crying pony seemed intent on bloodshed at any cost, even her own hoof which was mutilated by the shard of glass she had used as her weapon. Applejack had broken once piece already but the glass on the ground made replacing it a simple feat for her.

The glass on the ground didn't make her struggles any easier either, no matter how she moved when Pinkie attacked glass wound grind into her back adding to the blood on the floor. The pain was unbearable but most of it had faded. That was actually the worst of it, she couldn't feel much anymore, her hind legs were completely numb, to the point they were simply dead weight in her struggle to keep distance between her and Pinkie.

The orange mare yelled and shoved the raving pony away with all her strength managing to knock her off her balance and with a jab of her head she sent Pinkie pie stumbling back across the little room falling into a sea of broken glass.

"Pinkie Pie. . . are you o. . .ok." She huffed trying to breath while she could.

The pink pony rolled in the glass splashing fresh blood on the ground. "Shut up! Why won't you just shut up!" She cried. Her eyes were more saddening than scary, swollen puffy red from her nonstop crying. AJ felt her stomach drop when Pinkie pulled away against the wall. "Why won't you just leave me alone?" She sobbed.

"Pinkie . . .we're . . .friends. Don't ya'll re. . .remember me?" The farmer asked while she wiped more blood from her right eye. The eye caused her too much pain to open but the blood was getting in her remaining eye robbing what vision she had. Her side was still bleeding, if she didn't get help soon she wasn't going to make it.

The pink mare shook her head and pressed her hooves to her ears. "No. No! I don't have any friends!" She shouted her weak and broken voice echoing off the walls. "Ponies just want to hurt me. To beat on little weird Pinkie pie, to . . . to touch me." She sniffled and her head drooped lower.

"Pinkie, what . . . what happened in . . . the past. It's gone." Her words stopped as she coughed violently sending sprays of blood on the ground and making her chest feel like it was caving in. "I love you Pinks." She muttered. "Yur . . . ah great friend. Yur better . .thn . . ." her words were dropping off, her good eye failing her and becoming dark like the other one.

Pinkie seemed to hesitate but her teeth grit in anger. "No! No pony would ever be my friend! Not after what happened! You're lying!" The crazed party pony scrambled over the glass and leapt at her target the glass raised over head again. AJ managed to reach up and catch the blade wielding hoof so it didn't drop on her chest but Pinkie loomed over her pressing down with all her might.

AJ could feel her leg shaking, what strength she had was leaving her through the hole in her side. She could never look away from Pinkie above her, the hurt broken look in her eyes was the saddest thing she had ever seen. The party pony was never not smiling, this dark snarl and face of fear was not something she should ever wear. The Farmer had one last hope, one last thing to try, for her friend. It was the least she could do, since it was her fault Pinkie had been left at that monsters hooves.

It was too late for her, it wasn't too late for Pinkie.

AJ let go of the hoof letting it drop down. She bit her teeth as the sharp edge fell right through her chest. She couldn't choke back the gasp of pain but didn't scream. Pinkie fell down her face touching Applejack's from the sudden lack of resistance. The orange mare wrapped a foreleg around her friend and held her close as the sharp piece of glass joined them together. Pinkie stared in shock, not anger or rage.

"I'm sorry." Applejack choked out, her voice was wet and thick, she could feel something drowning in her throat burning it. "Yur better. . . than . . .this." She coughed once trying to clear her throat so she could speak. "You deserve. . . friends. Better . . .than . . ." her words didn't come out but instead the mare opened her eyes wide and tried to suck in some more air but the air left her mouth brushing over the pink mares as the Farmer's eyes fell closed.

The pink pony didn't move, sitting in absolute silent and stillness in the dark room over her dead enemy. No. she wasn't an enemy. She was Apple jack. AJ. "AJ?" She asked letting go of her makeshift weapon and placing her hooves on the farmer's shoulders. "AJ. Wake up." She whispered. "AJ this isn't funny, wake up." She sobbed shaking her friend more but she didn't move or stir. "No. Applejack, no." She whispered brushing the dirty messy mane from her face. "I-I-I didn't mean it!" She cried. What had she done! She-she didn't know what happened! It didn't make sense! Why would she attack her friend! Applejack was hurt, hurt because of her.

"Applejack! Wake up!" She screamed shaking her friend but the orange head only bounced limply as she shook her. Pinkie felt her eyes well in tears and watched them fall on her friend's freckled face seeping into her coat. "Applejack!" She screamed at the top of her lungs as she buried her face in the messy blond mane. Her tears wet the blond hair as she cried holding the body close to her, screaming for help in the empty room, where no one could hear her.


	14. Chapter 14

Twilight and Rarity galloped as fast as they could through the dark unlit town. It was so quiet, even for nighttime, there was usually some pony about, or at least some sounds from reckless foals but in was deep in the night and some evil seemed to be hanging over them all, smothering any sounds.

The two unicorns had left the little filly at Sugarcube corner much to the delight of her friends. When they also heard Rainbow Dash was okay the fillies had been overjoyed. Twilight had however quickly insisted they leave and go to the hospital where Applejack and Pinkie had been going to ensure they were safe. The fillies were left in the safety of the bakery while the older mares ran at full speed to the hospital.

It was quite a scary building in the night with half of the lights not working. The large white building stood away from most of the town high and shrouded in the moon's light it was like an obelisk looming over the town preceding disaster. Twilight and Rarity both felt the dread in the pits of their stomachs but neither voiced their fears.

Twilight led the way to the doors and threw them open. "Hello?" She called to the empty waiting room. There was no one here, the lights were on and lighting up the room but there was no sign of anyone in the room or that they had been there. "Applejack? Pinkie Pie?" She yelled but only her echo came back.

"Where is every pony?" Rarity asked pulling closer to her lavender friend. "Something's wrong Twilight."

"It's ok Rarity, we-we just have to find some pony. A nurse or- or a doctor." Twilight said nervously. She led the way to the large set of double doors, the only doors that weren't marked for only the other doctors of the hospital. It was another large waiting room, this one was for the emergency room where there should always be some pony there in case of emergency.

Some pony was there.

Twilight saw the whole scene. The white floor and counters seemed wrong against the dark red pools flowing over them. The purple unicorn froze in place her body slightly trembling, she tried to scream but her voice was paralyzed, every part of her was frozen. Rarity came in right behind almost bumping into her but stepped aside and looked inside. Rarity managed a scream, a loud, screeching unladylike wail.

The once white body lay over the counter, blood spilling down the edge and onto the floor into the already huge pool below, spreading over the floor. Her head was hung back eyes wide open in terror staring blankly right at the pair of mares, blood matting her once beautiful white coat. Her throat was bare open for all to see while strands of red liquid made slow dripping trips over her face and onto the floor passing over her eyes with no reaction from the limp and still pony.

Rarity fell back and couldn't take it she turned and tried to stifle it back but her stomach finally betrayed her and she vomited onto the floor crying. She didn't dare turn around and face the blank eyes looking back at her. Those eyes! They would never leave her, those empty eyes.

Twilight however couldn't look away, the empty stare held her very soul making anything beyond breathing impossible. The blood, dried in some places but still dripping across her face and pooling into the floor was hypnotizing, nothing seemed to exist outside this room, this moment. The unicorn shook uncontrollably the tremors of her body growing the more she tried to steady herself. She had never seen anypony dead before, it was horrible.

Even above Rarity's sobbing Twilight could hear the steady drip of the blood as it touched the pool below. But something pulled her back; something allowed her to look away from the dead pony and to the fashion unicorn in a ball next to her. Whatever it was it gave her a single thought. _Not again._ She wouldn't break again, not like she did to discord, not like she did before. She would not let this happen to her friend.

"Rarity, come on." She said putting a hoof on the unicorn's shoulder. "We have to find Applejack and Pinkie Pie." She encouraged.

"We can't find them Twilight. They're dead!" She said turning to glare at her friend for a moment. "I don't want to see that too."

"Don't say that!" She yelled grabbing her friend's shoulders. "We don't know that, we have to help them!"

"We can't help them! We can't help ourselves!" She sobbed. "This monster's just going to kill us all!"

"Rarity stop it!" Twilight said shaking her friend.

"You stop Twilight!" She shoved the unicorn away. "I don't want to see what he's done to them, we can't win, we can't fight whatever this monster is! Discord, Nightmare moon , they never went this far!" She yelled gesturing behind her to the bloody body. "What can we do? We're just ponies Twilight; this is something worse!"

_Smack!_

Rarity stared wide eyed at the wall she was now facing before a hoof gently rubbed the red mark on her face. Slowly as she could she turned to face her friend, a purple foreleg still raised. "Enough Rarity." Twilight said firmly but without anger. "We have to help them, we need to be strong now." The purple unicorn gently laid a fore hoof over Rarity's. "We're going to be ok. We are going to Find Pinkie Pie and Applejack and then we're going to go and beat this monster just like anypony else. As long as we are together nothing can stop us."

Rarity couldn't speak but she wiped her eyes and nodded.

"Ok. Now go check the doors, I-I'll look over here." She said inclining her head behind the white unicorn. Rarity again only nodded and slowly stood and walked past Twilight never daring to look behind her. Twilight walked slowly over to the pale earth pony on the counter. She was crying still and her stomach was threatening to betray her. Still she muttered a quiet apology and used her magic to at least close the mare's eyes so the stare wasn't piercing her.

"Twilight! Look at this!"

Twilight bowed her head briefly before turning and running to join her friend. Rarity had her eyes closed and her horn glowing the light circling a set of chains around the door in front of her. "Look here Twilight. They must have gone this way but I . . . can't . . . get the lock . . . . off!" She grunted as she pulled at it with her magic and then with her hooves but the glowing chains refused to budge.

Twilight took only a moment to size up the situation. "Rarity, move." She commanded.

"I'm sorry twilight. I lost control before, I-I-I don't know what came over me. . ."

"Rarity, move. Now." Twilight's tone drew the unicorn's attention this time and she willingly stepped aside taking a place next to Twilight.

The lavender unicorn took one deep breath and closed her eyes, her horn glowing with magic before overflowing with power sparkling and shining in the hospital room. Beads of sweat dripped on her brow but went unheeded until she shot her eyes open. A thunder like roar shook the room as a blast of power struck the doors ripping the chains to bits and fragmenting the doors off their hinges into the dark hall beyond.

There was a moment of silence as the last of the chains hit the ground and Twilight caught her breath. Rarity stared slacked jawed at the tremendous force that had all but obliterated the doors, chains and even part of the wall before them. "My word! Twilight w-what . . ." Before she could go any farther, Twilight had started running ahead into the dark halls. Without a word Rarity fell in pace behind.

The halls were darker than the other part of the hospital, it seemed as though none of the lights were working leaving the unicorns in darkness lit only by the moonlight through the spaced windows until Twilight's horn glowed lighting the way with a glow of purple light from the end of her horn. The two unicorns ran, some force guiding them down the long hall, glancing only briefly into the rooms they passed, calling out to their friends as they went.

The first sign of trouble they noticed was the streaks on the floor. They had dried mostly but both mares saw the streaks of red on the floor but they were small and random so they merely traded worried glances and followed the sporadic trail they left behind. The next problem that made them both skid to a stop was the dislodged door sitting against the far wall where it had once been set, it seemed something had torn its way out of the room tearing part of the wall with it. Rarity was shaking but there was nothing in the room to be worried about.

"What could have done this?" Rarity asked.

"I-I don't know. A manticore, a unicorn could I suppose." Twilight said glancing at the door. "Come on we don't have time for this, we have to find . . ."

"Applejack!"

Both unicorns felt their blood freeze in their veins. The loud unnatural wail carried through the whole hospital making them both freeze and turn down the hall, terror gripping their hearts.

"Pinkie Pie!" They both screamed back and bolted down the hall ignoring the broken door. Both of the unicorns heard the pain in their friends voice, neither had ever heard the party pony scream in such a horrid way. Crying and screams could be heard from down the hall carrying all the way as more tortured screams tore through the female ponies' hearts.

Twilight was the first to see it, Rarity immediately afterward. The screams and cries were coming from beyond a large door they had found labeled as a supply closest, what Twilight saw first though was the blood. It was sprayed across the floor, on the walls, the ceiling, the mess was everywhere. When Rarity stopped and took notice she gagged and fell back, but managed to prevent herself from repeating the incident from earlier. Twilight couldn't look away. Her eyes followed the smears of wet and dry fluid on the ground and walls somehow all of it drew her back to one thing sitting rudely out of place in the hall. A hat

Applejack's hat. In the middle of the floor with blood on it.

Maybe it was the hat, maybe it was Pinkie crying but something brought her back from the haze Twilight was swimming in and made her run to the door ignoring the blood across the floor. "Pinkie! We're here!" She tugged on the door with her magic but the lock was set. "Pinkie open up!" Twilight called panic taking over her body as she pulled harder at the door.

"Twilight," Rarity began from behind but the lavender unicorn paid her no heed. Pinkie pie was still crying within the room and didn't even seem aware of her friend's presence outside. There was no other sound, no sign of Applejack beside- beside her hat, there was no time to be calm.

Twilight planted her hooves and her horn glowed brightly again. The purple light surrounded the door as she tried to concentrate. It took more than she thought but she found the lock and with a burst of magic and a loud slam the door unbolted and she pulled it open. Rarity used her own light spell to light the room.

"Oh dear. . ." was all she could gasp.

The tiny room was coated in glass and tiled in blood, the two ponies were lying together on the floor near the door. Pinkie's mane was flat and hanging over her, her normally bright pink coat was faded and matted in places with blots of blood and bits of glass. Several bad cuts marked her face and side sending rivers of blood wet and dry across her body. Her head was buried over the other Pony, who she was lying on, head buried in her chest, hooves wrapped tightly around the orange pony holding her close while she cried into the orange coat.

Applejack was in worse shape, her foreleg was bent and broken the bone just visible in the fluctuating light, her own coat matted all over from blood and some other fluids. Glass was ground into her coat and mane which was no longer tied as it always was and instead lay sprawled around her, bits of the blond hair tainted red. One of her eyes was completely blocked out by a gash and blood that obscured it from sight. Her head was on the ground, her eyes closed and whole body limp under Pinkie's. Applejack didn't seem to stir at all, only Pinkie looked up to see her friends open the door. She didn't smile, she didn't even seem happy to see them, she looked . . . scared, and so alone.

Neither Twilight nor Rarity had ever seen Pinkie truly scared, she had her moments when something would frighten her but never had they seen the absolute fear and despair in the happy Pony's face. She opened her mouth to speak but only a weak whimper fell out. She fell back down patting Applejack's head mumbling something incoherent.

Rarity was the first to recover stepping closet to the pair. "P-pinkie, w-what happened?" She asked.

Pinkie didn't respond, she only shook her head. "I-I-I-I didn't m-m-mean it!" She finally choked out between her sobs. "A-a-AJ was just. . .just . . ." The party pony couldn't finish anything she only fell down and kept crying. ""I'm sorry Applejack!" She screamed.

Twilight brushed past Rarity and kneeled by her friends. She didn't need to in order to know what she already saw. Applejack wasn't breathing, she had a sizable hole in her chest and had bled out a lot. She wasn't breathing, her heart wasn't beating. Applejack was . . .

"No!" She stomped as tears burned her eyes. She closed her eyes to try and force the tears back but it wasn't helping. "Applejack . . . Pinkie, w-we have to get help." Twilight stuttered stepping closer and patting the party pony's back.

Pinkie Pie didn't seem to notice her and kept crying. "I-I-I don't k-know what to do!" The pink pony cried into her friend's chest. "S-s-she's gone cause of me!" Pinkie screamed.

Rarity came and sat next to Pinkie careful of the bits of glass she gently wrapped her forelegs around the pony and hugged her tightly. She didn't try to pull Pinkie away but simply sat there holding her while she cried. "I'm so sorry honey." She cooed quietly. "S-she's somewhere better now." Rarity whispered as she too began to cry.

Pinkie shuddered and turned to return the embrace crying into Rarity's lavender mane and wetting her white coat in a fountain of tears. "I-I-I d-didn't m-mean it." She sobbed shaking.

"I know dear, I know." Rarity reassured. She didn't know exactly what had happened but whatever it was it had clearly hurt Pinkie. At the moment all that mattered was comforting her poor friend. The one she still had.

Twilight looked on Applejack and gently nudged her but the pony was limp and didn't react at all. This wasn't right. This wasn't how things were supposed to work. They were supposed to win, they were the elements of Harmony! Applejack can't be dead, it-it just didn't seem possible.

"Applejack," Twilight whispered under the crying of her friends. Tears dripped out of her eyes. "Come on Applejack, you don't lay down on the job like this." She continued to gently shake her orange friend. "Applejack . . ." She breathed falling down and letting her head fall on AJ's side.

How could this happen? The princess, Big mac, Applejack, Nurse Redheart, they didn't deserve this, no pony did. It wasn't right, it just wasn't right! "This wasn't supposed to happen." She cried quietly to herself as he friends sobbed near her. Lloyd didn't warn us about this, he didn't warn us we might have to . . .

Lloyd.

Twilight's head shot up so fast the others stopped crying and worried their friend was hurt. "Twilight?" Rarity asked.

"Lloyd!" She yelled trying to wipe tears from her eyes. "H-he saved the princess, he can save Applejack!"

"Twilight dear, Applejack is. . . she's . . ." But Rarity couldn't bring herself to say the words.

Twilight shook her head. "We have to try something!" She yelled stroking Applejack's mane. "I-I can't just let her go, we have to try!"

Pinkie pulled away looking at white unicorn. Without a word she trotted outside the room despite Rarity's calls. In a moment she returned with the bloody hat from the hall in her teeth. "AJ's gonna want this." She said not happily but she was no longer crying. Twilight blinked back tears and nodded.

"Can you get us back there Twilight?" Rarity asked stepping next to her friend and gently lifting Applejack onto her own back. Her white coat was now marked with blood but for once Rarity didn't care about her appearance.

The lavender unicorn narrowed her eyes and nodded. "I'm going to bucking try!" She hissed and closed her eyes. The mares huddled close and pressed against their friend. Twilight's horn glowed again the ball of light grew brighter and brighter as she strained to control the power. The lavender unicorn gave an almost scream and let the ball engulf her and her friends.

The sensation of teleporting was always a little disorienting especially over long distances but this time it took everything out of her. When her hooves touched ground Twilight never opened her eyes but her legs failed her and she hit the ground. The hard floor of the library felt familiar as did the smell of the books so she knew they were in the right place.

She could feel her mind fading the last thing she could catch was voice a familiar deep voice.

"What the hell . . . . oh shit."


	15. Chapter 15

** Fair warning, kind of a long chapter. Enjoy.**

Lloyd didn't bother knocking and shoved the door to the library open with his head. Luna was standing and facing him ready to fight before she realized who her visitor was. "You are back." She said quietly, then she took notice of the pony on his back. "Why is Zecora with you?" She asked startled. "Is she alright?"

Lloyd walked and gently laid the mare down on the ground near the couch. "Oh, her name's Zecora? Odd." He paused for a second to get his breath. "Darkside was a step ahead, he got the book and set fire to her home so I would have to rescue her rather than chase him down. Clever little monster." He hissed the last words.

Luna walked over and gently nuzzled the sleeping zebra. "She appears to be alright, safe and alive at least." She said.

Lloyd sighed and looked back at the window. "She hasn't woken up since I got her out of the fire." He said shaking some soot that was still clung into his coat. "She's fine, healthy at least, she may come around any time. When she does you should tell her to go with the others at the suagarcube corner." He walked back to the window and pushed the door close.

"Why do you wish for me to tell her? Why not take her there now?" Luna asked stepping away from Zecora after pulling a blanket over her.

"I didn't want to leave you unguarded. Darkside left me in the woods, I don't know what he's up to." Lloyd suddenly jerked his head. "Have you seen Twilight or Rarity?" He asked.

Luna furrowed her brow at the brash way this colt was addressing her. She was a princess and deserved at least some respect from this outsider. The princess of the night however swallowed her pride and responded with a slight growl. "No, she hasn't returned why?"

"The little one that left earlier is back." He informed her. She could see now in the window his eyes were closed. "She left earlier but she's back now, just her though, no one else." He opened his eyes. "I hope that's a good thing."

Luna looked back on her sister before striding next to the colt. "What are you going to do?" She asked looking out the window with him.

Lloyd looked away from the glass at the alicorn next to him. "Pardon?"

"What do you intend to do about this monster?" She asked still not looking at him.

Lloyd sighed and let his ears droop. "I'm going to fight him, same as I have before. Try to heal what he's done, prevent any more damage, stop him for good if I can." He explained looking back into the library at the injured ponies. "I know you don't trust me, you have no reason to but I do have the best intentions, I am truly sorry about what I've brought on your world." He said hanging his head.

Luna finally looked down on the grey colt under his brown mane. It pained her to see some pony, even if he wasn't really one of her subjects in such misery. She gently laid a wing over him drawing his head up to meet her eyes.

"You have suffered much in your past. But you try to make the world better in spite of it." Luna looked away this time. "I can understand that."

Lloyd nodded and looked back outside. There was a long silence before Lloyd spoke again. "Twilight told me . . . about you. The nightmare moon stuff." He said quietly. He felt her wing shift pulling back from him. "You have nothing to be ashamed of. You've actually seen the worst you can do and came back." He looked at her from the corner of his eyes. "I admire that."

Whatever Luna was going to say was drowned out by a heavy thud. Lloyd was down and between Luna and the door before it even swung open. Every tensed muscle slackened when he saw the familiar mares. "Rainbow Dash! Fluttershy!" He chirped happily but his face fell dark when he saw their state.

Rainbow Dash had red in some of her fur, marks of cuts on her neck but seemed more sullen than wounded. Fluttershy however had red smeared through most of her coat. She hobbled weakly under Rainbow's careful care and her legs were all wrapped in white and pink bandages.

"Fucking hell what happened?" Lloyd asked even though he already knew the answer.

Neither mare spoke immediately as Rainbow Dash guided her friend to the couch. Lloyd moved ahead and arranged the pillows so that the yellow mare could rest comfortably. "T-thank you." She whispered looking down. Rainbow Dash nuzzled her friend and sat beside her.

"Are you alright?" Luna asked coming out of the stunned silence she had been in since they arrived.

Fluttershy responded with a weak nod. "We're better now."

"Where's Twilight and Rarity? Why aren't they with you?" Lloyd asked trying to be delicate.

"They went to the hospital after Pinkie Pie and Applejack." Rainbow explained not looking at him and instead gently stroking Fluttershy's mane. The yellow mare seemed nervous about the attention but still pressed against her friend.

"You let them go alone? Ugg." Lloyd groaned rubbing his head. "Why?"

"I had to go help Fluttershy." Dash said quietly but with plenty of anger. She was still cuddling with Fluttershy but her wings were shaking on her back.

"What the hell happened?" He asked again trying to sound delicate but failing.

Rainbow Dash bared her teeth glaring at Lloyd and Fluttershy pulled back closer to her mare friend. "Your monster happened." Dash snapped angrily. "He attacked Sweet Apple acres, me, Fluttershy," The blue mare's eyes left Lloyd's and he caught the droop in her whole body. "and big mac."

Fluttershy turned and wrapped Dash in her own embrace now, laying her wings over her while her bandaged legs wrapped around her neck.

Lloyd couldn't look and stared at the floor. He felt the anger Rainbow Dash had, but at the moment her sorrow was overcoming it. He knew enough from just the injuries, he had gone after Fluttershy, of course he did. Lloyd could tell those two were a couple so of course Darkside picked up on it and went after poor Fluttershy, tortured her to make Rainbow Dash hurt. Lloyd hoped that was all he did but he knew that just torture wouldn't have this effect on them. They had seen their own evils now, which would haunt them.

Lloyd slowly walked to sit before the two Mares. Fluttershy peeked out hesitantly and curious while Rainbow Dash glared angrily. "I'm sorry." He whispered. "I'm so sorry for all that he did to you. I wish I could have stopped it, I really do." Lloyd sucked back the flood of emotion that was threatening to sweep him away. "You are alive though, and so are your friends, that's the important part, and you have each other." Lloyd managed a smile as he looked up. "You don't know how wonderful that really this."

Fluttershy smiled back though weakly and she winced at the movement but Rainbow's glare never relented. She slowly pulled away from Fluttershy standing on the floor face to face with the grey colt. He held her fierce red eyes, all the anger and sadness in them. He deserved it all and never looked away but right when she opened her mouth she was interrupted.

The room erupted in a brilliant clap of sound and flash of blinding light. Lloyd fell back and tried to shield Rainbow Dash from the light that had appeared just behind him. The light began to fade and he saw the source was not a threat. "What the hell?"

Four ponies were on the floor now who had not been there before. Twilight stood, if only for a moment in the center before collapsing with a sigh. Rarity was there was well and the pink one, Pinkie pie and Applejack. Even in only an instant Lloyd could see things were bad, very bad.

"Oh shit." He mumbled.

Pinkie was horrid, her bright pink fur was darker, dimmer, and coated in blood from the lacerations across her body and face. Cuts were deep across her flank and sides, several smaller cuts on her legs which were still dripping some blood. Two large holes were driven into her legs, one seemed serious since it continued to bleed and she kept it raised favoring not using it. Her mane, which was curly and poofy as cotton candy before was flat and dead, stained with blood and matted up in places. Her face had cuts across her muzzle and one across her eyes that had only just spared the eyes themselves but nonetheless she didn't have the same happy air he had seen before. She was broken, something Darkside could do too well.

Rarity had the worst of it, not her but the one on her back, Applejack. Rarity's white coat was stained red but Lloyd knew right off it wasn't her blood. The orange mare on her back was unconscious her whole body limp over her friend's back. The first clear problem was that she was no longer orange, almost her whole body had blood in it still wet and dripping. Her mane, once tied was splayed across her and the blond hair had also been tainted red. Her leg was the worst, one of her forelegs was twisted and snapped, the bone could just be seen in the muscle and blood while she had cuts and signs of deep bruises across her whole body. Bits of shiny glass stuck out from all over leaving dozens if not hundreds of smaller superficial cuts along her whole body. Blood was flowing freely from a deep penetration of her side, a wound he had seen Darkside inflict before, though blood was also pooling from a hole in her chest, smaller than the other one but this one was over where her heart should be, and it looked deep.

"Pinkie Pie! Applejack!" Rainbow Dash yelled and bolted past Lloyd to help her weak pink friend before she collapsed in Rainbow's hooves.

"Lloyd . . ." Twilight's weak voice came over. "Applejack . . . help her." She panted.

Lloyd didn't wait for Rarity and bounded over to her checking Applejack. His blood froze.

She was dead.

A quick touch of his power told him that she was gone, her life drained. "Tw-Twilight, She's . . ." He tried to speak but he felt sadness griping his heart too tightly, his lungs failing to give him air as he looked on their desperate pleading faces.

"Please help her!" The Pink pony yelled from Rainbow's legs. It was a miracle she was awake let alone standing but Rainbow held the pink pony back as she tried to pull free. "Please! I'm sorry! She was trying to help meee!" Pinkie sobbed into Dash's chest

Lloyd ground his teeth and looked down gently brushing the mane from her face. Applejack's eyes were closed, a deep lash over her eye cutting deep and several other marks on her delicate freckled face. She didn't stir, there was no life in her, not anymore. He could hear Pinkie wailing near him and Rarity looked up at him with pleading eyes, begging for some hope for her friend. Tears leaked from her eyes as she begged.

Fluttershy was lying over the cushions crying silently as she looked at her friend on Rarity's back in Lloyd's hooves.

"Lloyd," he turned to see Rainbow Dash looking over Pinkie. "Please, help her." She said quietly seemingly unaware of the tears in her eyes.

"How long?" His question made them jump a little confused as to what he was saying or to who. He looked up his eyes angry and fierce on Pinkie. "How long has she been like this? Now!" He demanded.

Pinkie shook in Dash's grip but her friend squeezed tightly to assure her. "N-not long. M-maybe ten minutes."

Lloyd lowered his head to the ground, his face narrowed in thought. "Over here." He commanded moving to a clear spot on the floor, shoving cushions and books out of the way. "Set her down here, right here!" He barked to Rarity who complied hesitantly, gently laying her friend down with her magic and Lloyd's help. "Back up, give me some space." He ordered shooing Rarity back.

The white unicorn obeyed more in fear than anything. This sudden change in the colt was freighting. He had turned so hostile and rude but he was leaning over Applejack taking deep breaths. With a sigh he placed his hooves on her chest and leaned on her.

The familiar golden glow seeped from his coat drifting over Applejack. The golden light shone brightly, becoming less of light and more like transparent golden water flowing over the two ponies.

Twilight managed to get on her feet and looked around. The rest of her friends were all here watching Lloyd over Applejack. Rainbow Dash had pulled Pinkie with her and Fluttershy on the cushion and the three were huddled together with Rarity slowly moving to stand with Twilight. It made her happy to see Fluttershy was alive and aside from the bandages, well. She pressed against Rarity and looked over to see Princess Luna behind them watching intently. Now that she was closer she could see Lloyd's lip's moving and hear briefly the words he was whispering.

"Cmon Applejack." He said so quietly they would not have heard if not for the deathly silence of the library. "You're strong, I can feel that. You're always strong. You always fight for you friends, willing to give yourself up for them. I know that kind of attitude. Me and you have something in common." He pressed harder on her chest. "You're a selfless girl, strong and selfless, but right now I need you to be selfish. I need you to help me help you." The light grew thicker around them creating a physical veil around them.

"You're so strong Applejack." He continued whispering, like he was cooing a child. "So strong, so selfless, so valiant and brave. Your stronger than this, stronger than him. I see you sacrificed yourself for Pinkie, to save her. What a great girl." He praised the apple bucker as the light grew from his back taking on a new form. "I see you've always been honest, always stayed true and done what's best for others before what you wanted, saved your friends, fought with them, so great, so nice." The light from his back condensed and the whole group awed as wings made of golden light twice Lloyd's own size furled around him and Applejack gently brushing over the still farmer.

"I need you to remember all that Applejack, all that good you've done, the good you can do, all that strength you've yet to show off." His voice grew louder and Twilight could see something that made her heart skip. The hole in Applejack's side was closing, healing in front of her, the skin puling closed. The hole in her chest was sealing closed as well and her broken leg was twitching, the bone vanishing and being replaced with skin. "Show me the light you have Applejack, show me all that strength, show me who you are. Come on!" He yelled striking down with his hooves.

The light erupted out stunning the other ponies in the room before being sucked back by a great wind back to the pair before them. The light flew into Applejack's chest, her whole body convulsing as Lloyd held her still on the ground. His wings fanned out nearly knocking the group over before they evaporated like dust in the wind and were pulled back to the orange mare in his grasp.

Lloyd have a huge gasp and screamed in pain his own body shaking and convulsing but no one dared interfere to help him. Twilight could only stare in awe and fear as he clenched his whole body tightly and looked down, the last of the light fading and entering Applejack.

Still the farmer didn't stir.

"No." the quiet whisper came from her side and Twilight knew it was Pinkie speaking without looking up. Twilight knew they were all crying again, tears fell to the floor as Lloyd lay over their friend huffing deep breaths.

"Not again." He whispered. "Not like this. I have lost too many to this bastard! Not again, not like this! Come on!" He yelled, again slamming his hooves into her chest one more time. This time they all watched in awe as Applejack's whole body arced off the ground. The mare gasped and wheezed for a moment sucking in air in one huge gulp, coughed and breathed again. The orange mare opened her eye, only her right eye, the left one still carrying a slash over it. Her eye fell on the colt above her, panting in exhaustion and then to her friends.

"G-girls?" she whispered.

Pinkie shot across the room wrapping her forelegs tightly around her friend crying. "AJ!" She screamed sobbing.

Applejack was panting but still managed a weak smile and to wrap her forelegs around her friend, even the one which had been broken but now was mended. "It's alright Pinkie. We're alright." She whispered.

Lloyd panted and stepped back but only ended up falling over on his side breathing heavily and shaking.

"Lloyd?" Twilight asked stepping next to him briefly, but he waved a hoof dismissing her.

"I'll be fine, just *cough* weak right now. Look after her." He said lying on the ground trying to breath.

Twilight reluctantly went over to her friends who were crowded around Applejack patting, stroking and hugging their farmer friend. Applejack was back, talking and cuddling with her friends.

"It's okay Pinkie." She continued to comfort the party pony. "Ahm alright, see?"

Pinkie continued to cry into Applejack's chest while the weak mare held her. Rarity pulled a blanket or two and some cushions for them. She left to get some water to help clean up the ponies while Fluttershy hobbled over with a first aid kit in her mouth asking timidly to help Pinkie. The party pony didn't want to leave Applejack but didn't argue with the help from her yellow friend. Luna stood near the other ponies, standing strong with a beaming smile.

Rainbow Dash slowly and quietly walked over to stand next to Lloyd but didn't look at him. The colt was sitting up now watching the girls run about happily.

"Is she gonna be ok?" Rainbow asked without meeting his eyes.

Lloyd nodded. "She'll live. I healed all the serious wounds, she just needs some help and to recover, like we all do."

"So there's nothing else you need to do for her right?"

"Nope, it's on her now."

"Good."

Crack!

The entire room jerked around to see Lloyd hit the ground and roll on his back, Rainbow's hoof raised. Before anyone could do or say anything Dash jumped, stomping on the colt's chest knocking all the wind out of him.

"This is your fault!" She screamed in his face slamming her forehooves across his face while she pinned him down. "It's your fault this monster is here!" A sharp hoof clipped his muzzle drawing blood. "Your fault he hurt Fluttershy!" The next blow rattled his teeth cutting his gums. "Your fault he hurt Applejack!" She raised both Hooves and slammed his whole head into the ground. "Your fault he killed Big Mac!" She screamed hammering his head and wrapping her hooves around his neck slamming him into the ground. Tears were streaming out of her eyes as she yelled and shook him. "Why?!" She demanded. "Why?!"

Twilight wanted to stop Rainbow, she was being so violent and attacking him but, she couldn't bring herself to actually move. What Rainbow was saying . . . it was right.

Rainbow's blows slowly died off in strength smacking his muzzle a few more times before she stopped and laid over him huffing in air.

"Is that it?"

Everyone felt the chill creep up their spines at the icy cold voice Lloyd spoke in. He looked up at Rainbow and held her eyes with his bloody gaze, showing no pain, or fear, or anger. He shoved up and threw the Pegasus off of him. He stood up when he was free and spit a glob of blood on the floor.

"Are you finished?" He questioned again. "Sure you don't want to hit me some more." To every ponies shock the colt whipped his own hoof across his face cutting into his skin. "Maybe bash my head in some more?" He raised his head and slammed it down into the floor making them all wince.

Slowly the grey colt raised his head looking into Rainbow Dash, into all of them. His brown mane hung over his face obscuring some off the blood that leaked out of it onto the floor.

"You don't have to tell me this is my fault." He said in a low hiss though not in anger, at least not at the mare who had attacked him. "I've known that for longer than you know. You can hit me all you want but there isn't a damn you thing you can say or do to me that I haven said or done to myself." He took a second to sigh and flipped his mane back exposing his bloody face. "To date, including those I know of here, Darkside has taken seven million, six hundred twenty thousand and forty three lives. I have each name written in my book so I will never forget them."

"I made this monster, I let him loose in the world and I've done all I can to stop him." He looked away. "And I've failed. This is my fault, I know that, you have every right to hate me and you should." His eyes found Rainbow's shaking orbs. "But I ask you this, save that hate. When this is over, when he's beaten, I will lie down at your feet and accept whatever punishment you want of me. I'll end my own life if you want, but NOT until he is beaten." Lloyd stepped close to Rainbow Dash. "All I ask is you give me the chance to atone for what I've done before you punish me. Can you give me that?" He asked with a straight unyielding face.

Only Dash could see with him so close the water in the corner of his eyes. The way his face shook and quivered as he waited for her response. Rainbow Dash was unaware of her friends leering from behind, even as she gave a single slow nod without any words.

Lloyd too nodded silently and the two had reached some manner of understanding. The colt looked over and suddenly his eyes fell on Applejack. Soon every pony's eyes were on the orange farmer who was looking at Rainbow Dash, her eyes dripping tears. "W-what did y-yall say bout –Macintosh?" She stuttered quietly, disbelief across her pale face.

Rainbow hung her head looking at the ground. Everyone could see the way she trembled under her friend's gaze. "I'm Sorry AJ." She whispered. "Big Mac, he . . . we were trying to get the fillies away and . . . Darkside he. . . He tried to fight him but . . .but . . . I'm sorry." She sobbed dropping her head to the floor. "I'm sorry I couldn't save him."

Applejack quivered and trembled in Pinkie's hooves as the party pony tried to console her but the farmer began to cry, tears dripping off her muzzle as she dug her head into the blankets and cried her brother's name. The others all joined Rainbow Dash and Applejack silently sobbing and mourning with their friend's loss.

Lloyd stood without tears, he watched the ponies crying and felt his own heart ache. _That's another one for the book. _He thought. _When is it gonna end?_ He walked past the ponies silently and found the ornate chest on the floor. He had been in this room before, in this situation, he knew what to do.

The colt carried the chest over and dropped it in the center of the ponies with a loud thud on the hard floor. They all paused their sobbing to look up as he opened the chest revealing the elements within. "Take them." He said firmly. "Use them. You hate this monster for what's he done. Stand up, stop crying, this isn't how it ends. This story ends with him destroyed not us crying. There will be time to mourn who we've lost, but not now." He pushed the chest forward to each of them. "I need you to help me end this."

The whole group stared at the brash colt as he lectured them, even Luna seemed to be capitulated by his words. As his words died into silence no pony moved, no pony cried anymore either. It was Twilight who broke the silence pulling away from her friends she stepped forward and used her magic to lift the elements from the case. One by one the necklaces floated to their respective bearers. Rainbow's lighting, Rarity's diamond, Fluttershy's butterfly, Pinkie's balloon, and Applejack's apple.

Each of her friend's accepted their element with radiant smiles as the golden necklaces latched around their necks. Finally Twilight lifted the tiara from the case and placed it on her own head, the jewels giving a small glow as each of the ponies stood tall with them.

Lloyd for once cracked a full smile. "Beautiful." He whispered.

Luna smiled from her position, a gentle curve of her lips over the elements before her. "Celestia would be proud." She said to herself.

"Alright, first things though," Lloyd said walking over to Applejack. "We need everyone in top shape." He slowly raised a hoof to her face. "May I?"

The farmer slowly nodded regarding him with the utmost scrutiny but allowing his hoof to touch her face. The familiar golden glow seeped from his hoof and flowed over the farmer's frightened face. The light moved with purpose gathering over her eye before plunging down like a spike.

"Ahh!" the mare screamed jumping back. "What the hay was . . ." Her yelling ended when she realized she was no longer only seeing half the room. Gently she reached a hoof up and brushed over her right eye. The skin was still rough over the skin around it like a scar but her eye was open and clear as day. "I-I can see." She said quietly. "I can see again."

Lloyd smiled and stepped back letting her friends look on at the new eye while he suppressed his trembling cough and controlled his weak legs. _That was stupid. _The voice in his head chided. _You can't go wasting power on stuff like that._

It wasn't a waste, I need them in top shape.

_She could have fought without that eye._

But not as well.

The voice was silent after that letting him enjoy the scene of happy girls hugging their friend. Rainbow Dash seemed more hesitant to reach out to her friend but Applejack pulled the Pegasus to her and assured her while the usually strong mare cried into her friend's mane.

Lloyd turned to Pinkie sitting patiently near them and smiling at the heartwarming hug the two shared. "Pinkie," He asked gaining the bubble gum mare's blue eyes. "May I?" He asked holding up his hoof.

"Oh I'm okay silly." She smiled. Lloyd however still reached out and tapped her head. Strands of gold light flowed from his hoof seeping into the holes in her legs already covered in bandages from Fluttershy, and the covered lash over her face. The wounds snapped shut with fresh skin and fur covering them but the process made the pink mare yelp. The pink one blinked rapidly and looked at herself her face slowly rising as she noticed the lack of injuries she had only moments ago.

"Thank you Mud head!" Pinkie squealed grabbing the grey colt in a tight hug.

"No problem." He said removing her from himself. "Just please don't call me mud head. Lloyd, that's my name." He smiled and gently poked the bouncy mane. He had wanted to do that for way too long.

Lastly he turned to Fluttershy. Rainbow glared at him but her eyes were less fierce with the red puffy mark of her tears. "Fluttershy," He asked quietly making the mare look away. "I can't heal you as well, but I can help with the pain."

"Oh t-that's ok. You don't have to worry. I don't want to be a burden." She whispered quietly. Lloyd reached out a hoof but didn't push any further.

"I want to help Fluttershy, please?" He asked lowering his eyebrows.

Fluttershy slowly peered up and reached out her own wrapped leg, placing her hoof in his. Strand of golden light crawled over his leg to hers and gently brushed over the yellow mare making her squeeze her eyes shut and squeak in fear but the brushing light was gentle and seemed to only brush the pain from her legs. She opened her eyes to see Lloyd smile and step back.

His steps were unsteady and the colt soon stumbled over and fell on his haunches holding his head. "Whoa, took more out of me than I thought. I'm fine." He assured holding up a hoof to Twilight and Luna as they came near him. "Just give me a second, and then we need to move."

"You are going to face him?" Luna asked from behind him.

Lloyd turned to meet the princess. "Yes." He said firmly. "The sooner the batter, I don't like leaving that monster loose, especially with my book."

"Darkside has the book?" Twilight said from behind him standing with Rarity and Fluttershy.

"Book? Is that bad?" Rarity asked, using a wash cloth to clean her coat of the blood as well as Pinkie's, Fluttershy's and Applejack's.

"Yeah, it's real bad." He said turning back to them. "I need that book. It has a lot of my own power in it, it's where my power comes from." He looked away at the wall. "I don't know if he can even use it but if he can we might be in trouble. Regardless, I need that book back and we need to stop him before he decides to let all hell loose on your town."

"Then we'll defeat him." Twilight said strongly. The others stood as well. Applejack stood with Rarity and Pinkie on either side of her but stood on her legs firmly. Rainbow Dash stood next to Twilight and Fluttershy, the later hesitantly brushing against her blue friend but none the less joining the group.

Lloyd smiled again, a bit of pride in his heart. _You didn't get them._ He thought to himself.

He gave a strong cough to gain all of their attention one more time. "Luna, I hate to ask but . . ."

"I will remain here with my sister until you return with news of his defeat." She said cutting him off.

"Okay." He nodded. "Twilight, Rarity, Pinkie Pie, Applejack, Fluttershy, Rainbow Dash, Please," He held out his hoof. "Join me in sending this bastard to hell."

One by one a purple, white, pink, orange, yellow, and blue hoof laid over his own. Six smiling faces looked back at him.

"Alright. One last thing." He said the golden light shrouded from his back showering all the ponies in the room, the glow laying over their coats before vanishing away. None of them could feel anything and looked back quizzically.

"Uh, what did yall do?" Applejack asked looking herself over.

"It's a spell to protect you from Darkside's power. As long as you stay close to me now he can't control you again." Lloyd explained.

"Oh, that's nice." Fluttershy whispered.

"So how do we find this creep?" Rainbow Dash asked leaning on her hind legs and boxing the air.

"He has my book, I can sense the book." Lloyd walked past them all to the window he had made his home. He closed his eyes and stood still for a moment. No one saw the tiny wave that left his body but they all saw his eyes shoot open. "He's close."

"How close?" Twilight asked.

Lloyd was already to the door. "Very. In town. Come on, let's finish this." He called leading the way out the door. Rainbow Dash was first out behind him followed by Applejack and Pinkie pie. Fluttershy was out next with Rarity leaving Twilight with Luna in the house.

Twilight turned back and trotted to Celestia gently pressing her lips to her mentor's forehead. "We'll get him." She whispered before turning to Luna. "Please take care of Spike too princess."

The princess of the moon nodded and urged the unicorn out. Twilight chased after her friends Luna stayed behind and watched the purple unicorn and the other bearers leave. In her mind she hoped for them all, but she had no intention of leaving this spot until she knew they were all safe.

A groan made her turn into the library.


	16. Chapter 16

"Oh my. . . ." Rarity's gasp trailed off in silence and no one spoke to carry it on.

The town was in shambles, buildings broken, doors hanging off hinges and windows shattered. It hadn't been like this before, the quiet of the night was filled with the inconsistent moans and groans of ponies in pain. No one could move and only stared in shocked pain on their town.

Some ponies were running about, they could see some dark brown Stallion running as fast as he could away from them, some were crying and fled into their homes at the sight of the girls and their stallion escort. Yells of anger and rage seeped through he tears coming from one home or two. Pinkie and Fluttershy both shrunk down at the violent sounds, huddling closer to their friends.

"What . .?" Twilight's question dropped in the air. She didn't know what to ask, or what to say, it just couldn't be real. As the moon came out from behind the clouds they all jumped in shock at the more horrible sight.

Bodies. Dozens of them, still on the ground. Each colorful pony had their coats repainted in dark red, only the light of the moon aiding in finding them. Twilight almost lost her footing, stumbling about. She knew these ponies, not all of them but some of them. One of the ponies from the spa was on the ground, blood pooling from a large tear in her neck. All the screams the cries the yells, it was a chorus of madness in her head and she felt the world spinning under her feet. The ground felt like sand and she knew she couldn't stay up much longer.

Right as her legs buckled under her she fell onto something soft but firm. Her eyes focused long enough to see Applejack pressed against her, steadying her, a look of pain on her face but hidden as well as she could. "Cmon Sugarcube." She said her voice shaky. "We're gonna need ya."

Twilight gave a shaky nod and wiped tears away she didn't know she had. She looked at her other friends and saw they weren't doing any better. They had pulled closer together and away from the former bodies of the ponies they all knew. Pinkie was rapidly darting her eyes from one to another breathing so quickly is was a miracle she was getting any air at all. Fluttershy was crying into Rainbow's side and rainbow tried to stand strong but even she seemed scared. Rarity didn't react, she simply trembled in place leaning on Fluttershy and Rainbow Dash.

"Fan out." Lloyd commanded from the head of their group. "See if anyone's alive." He stepped ahead and walked to the first body he came to. It was a brown stallion, one of the colts who lived next to Rarity. Lloyd paused long enough to place a hoof on his side, paused and then pat the stallion's side and walked on. He didn't seem fazed at all.

The others slowly moved apart from one another moving to the other bodies of the mares and colts around them. No one touched them and anytime they saw one they knew, they only turned away. None of the bodies stirred as they were looked at or touched by Lloyd.

"Why would he do this?" Pinkie Pie said shakily as she stepped away from another body.

"It's his way." Lloyd said quietly closing the eyes of another dark pony. "He's done worse, much worse."

"It's not right." Rainbow snarled. "It's just not right!"

"I know Rainbow, we'll make him pay for it." Twilight said.

"Is that so?"

The cold echoing voice made all of them snap around.

Seeming to emerge from the shadows, the stallion phased into appearance before one of the nearest buildings. Lloyd quickly jumped in between the dark equine and the mares growling. Darkside sat on his haunches absent mindedly looking over his hooves.

"Lloyd, I see you found the little gift I left for you. All these cute little ponies." he continued looking up with a grin. "You missed the all fun parts."

"Shut up." He snapped. "Games over Darkside. Right here, right now, we finish it." He stepped back standing taller than before. "You're gonna pay for this. We're still alive, and we have the elements. You've lost."

Darkside didn't even try to stifle his laugh as it boomed through the town square. "Oh Lloyd," he said shaking his head "this is why I love you. Even when I think you're a cruel bastard you still manage to say something so naive it's sad."

Lloyd stood his ground with the others as the demon stood to his hooves. "I am happy to see you all again, I was worried you wouldn't survive for the fun. Tell me Pinkie, remember anything nice?"

Pinkie shuddered but glared at the dark horse rather than back down. The rest of them huddled close to their friend all of their large eyes trained on the dark monster who's own eyes widened slightly but his grin remained.

"Oh so you've all come together and resisted my power? How touching." He mocked. "I guess you've all overcome your own inner demons then hmm? Rainbow Dash, did you tell all your friends about Big Macintosh?" He asked raising an eyebrow.

"Shut up feather brain!" The blue Pegasus snapped. "Th-they know." She said her tone dropping, though her red eyes remained fierce.

"Oh? So you told them about how you let him die?" He smirked.

"What is he saying Rainbow?" Applejack asked quietly.

"Don't listen." Lloyd interrupted. "He's just trying to turn us, cause he's afraid." Lloyd smirked at his own words looking back to Darkside.

The large horse didn't seem bothered by the younger one's words. "No, I'm not scared, just interested." He rose from his haunches now standing at his full intimidating height. "So, you're all here to slay me right? Lloyd leading the charge I see, I'm guessing those wonderful pieces of jewelry are the ahem, 'elements of harmony'? blach, that felt nasty to say." The dark horse shook his head in disgust.

"Doesn't matter, one way or another it ends here." Lloyd said scuffing the ground.

"He ha ha ha ha." The monster chuckled. "Oh Lloyd, always so predictable, you really need to try something new. You're getting boring." Darkside stretched a little before smiling happily to them all. "See, I know you're willing to sacrifice anything to see me defeated but these girls," he said gesturing a hoof to the crowd behind him. "They care more for their own sakes and their people."

"You're getting to a point I can just feel it." Lloyd snarled. "If you wanna say something you better say it before we destroy you."

"Of course, of course. So impatient, you have no appreciation for theatrics." Darkside said dismissively waving a hoof. "It's just, I feel you need to get to know the inhabitants here better, like I did." Lloyd felt his blood ice over at the tone in his enemy's voice. "So why not meet these adorable little ones."

Two tendrils snaked from Darkside's shadow slithering over the ground behind the house he was near. In a second they returned with two ponies wrapped in black shadow dragging them over the ground.

The first was larger, as large as any other adult pony, grey fur, grey wings, and a blond mane. Her eyes, they were swollen from crying but they were. . . cross-eyed, and darting about franticly till they settled on the mares and on Lloyd simultaneously. The other was smaller but was very similar to the first. She must have only been a child, or a filly as it was. Her coat was grey, her mane was blond but she had a tiny horn on her head the other did not. Both of them had tendrils binding their legs together and more that coiled around their mouths. Each bore the marks of being Darkside's captive. Cuts, shallow but painful across their backs and faces, but the child was thankfully almost untouched, only a single lash on her muzzle struck out the most, the others seemed minor scrapes. Both of them also had the red eyes and streaks on their faces evident of their pained crying which they continued to sob while they were dragged next to Darkside.

The older mare had one of her wings cut all over, the feathers almost all peeled off and blood staining it red. The poor thing wasn't struggling anymore, she simply laid there in defeated pain.

The appearance of the other ponies elected gasps from all of Lloyd's companions.

"Derpy! Dinky!" Twilight yelled out.

"Let them go!" Applejack yelled stomping her hoof.

"Gladly, but not without something in return." Darkside said with calm tone. "Give me that pretty tiara and I'll let them go."

"Fuck off." Lloyd snapped.

"What are you saying? We have to help them?" Twilight said stepping next to the colt.

"You give him that and he'll kill them anyway. It's how he works." Lloyd explained shooting a quick look at her. "Trust me."

"Trust him?" Darkside added with a laugh. "How many times has he said that? Asked you to trust him even though you don't know anything about him? How can you trust that?" Darkside said while idly pulling the grey mares closer to him.

"Shut it." The grey colt snarled back.

"How-" Pinkie's words ended when every pony turned to look at her. "How can we trust him?" She asked quietly.

Lloyd turned sharply to glare at the pink pony. "I've told you before, I'm not the one to worry about, it's him. He's just trying to trick you."

"Am I? True I've done horrible things but I'll admit to them. I do all of this because it's fun." Darkside said turning and smiling at the terrified little filly. "Him on the other hand, he'll let you all die just to get his revenge. Tell me, has he told you all what HE'S done? Bet he told you all about the bad things I've done but has he told you about his sins?"

"Shut up!" Lloyd snapped turning back on the stallion.

"Did he maybe tell you about Alyssa?"

There was a loud crack as a bolt of black energy erupted and shot at Darkside. A shield appeared absorbing the bolt before it ever reached him. Darkside's grin never relented.

"Don't you dare say her name!" Lloyd roared is whole body shaking. "You have no right!"

"So her killer has more right than me, hmm?" Darkside smiled.

Lloyd didn't answer and trembled in place glaring at the large black stallion.

"I'll ask one more time, give me the element, just the cute little tiara and I'll let them go. Then we can fight on even terms. You know, mano e mano and all that." Darkside said with a simple gesture.

Twilight stepped forward but Lloyd quickly blocked her path his with leg. "Don't. It won't change anything."

"We can't just let him hurt them!" the lavender pony yelled.

"You give that up and he'll kill us all." The grey one hissed back.

"Come on now, don't keep them waiting. This little one wants to go home. Go on, tell them." Darkside lifted the little one in front of him letting the tendril unwrap from her mouth. The little pony didn't speak but only sobbed louder in the absence of her gag. "Say it!" He snapped from behind her making her wince.

"P-please," She cried. "I-I wanna go home!" She broke into tears again making Darkside chuckle and wrap her again in dark ropes pulling her to his side.

"See? Can you deny that cute little thing? Give me the element and the kid and her mommy get to go home." He said rolling his hoof in the air.

Lloyd still did not move as Twilight tried to step past.

"Let her go!" Rarity called.

"We have to help them." Fluttershy murmured.

"We're gonna help you Derpy, it's ok. You too Dinky." Rainbow assured the captives.

"You've got ten seconds before I get bored with them." Darkside said leaning his head on a hoof. The two wrapped in his shadow continued to cry and give muffled screams to the other ponies.

"Let me go!" Twilight screamed pushing against the stronger colt.

"No! We can't be controlled like this!" He screamed back.

Twilight looked up at the sorrowful faces. The Derpy's eyes were stained red from crying, pleading with the purple pony to save her, to save her daughter. Dinky was bawling through her gag her cries muffled but still eerie and unsettling. Any chance to save them.

Twilight used her magic and threw the colt aside jumping ahead of her friends she jerked her head throwing the tiara from her head to the ground before the dark stallion. "There! You have it now let them go!" She screamed, her own voice cracking from fear.

Darkside slowly let a smile creep over his face. A single tendril snaked from his stomach over the ground and snatched the tiara dragging back to him. He held the item up to his eyes as if appraising it. "Pretty." He remarked.

Lloyd was standing again, casting a single vengeful glance at Twilight before focusing on Darkside. "Ok, Let em go Darkside. You want a fight, I'll give you one."

The black Stallion gave a single half-hazard look to his young enemy before his eyes fell back to Twilight. Her heart broke when he smiled that wicked grin. "You really should have listened to him dear. Say goodbye to Mommy."

"No!"

Lloyd already knew it was coming, he already had his power gathered in his hooves but he didn't know how to use it. Hitting Darkside wouldn't change anything, he knew that. Hitting him would just make him tighten on both of them and both of them would die, but if he went straight for one of the ponies he might be able to tear them away before Darkside could stop them. It was the only chance, but now he had to choose who to save.

One look. All it took was one look at the mother's eyes. Eyes he had seen before darting from her daughter to the grey colt. _Save her_. They said, he clenched his teeth and obeyed the final wish.

His hooves flew from the ground his grey form blurring in movement as he shot forward. Less than an instant later his hooves wrapped around the small filly and his teeth grazed the dark tendril. The force and teeth cut the tendril in half, the remains wrapped around the small pony vanishing in smoke. The force of the jump carried the two of them past Darkside to the ground.

Then there was a snap.

The sick sound echoed louder than the screams of the other mares in Lloyd's ears. Wasting no time he jumped back away from his enemy as two black spikes struck his former landing zone. He looked up cradling the filly to him.

Derpy was limp in the grip of Darkside's tendrils hanging like a puppet with her strings cut. Her neck tightened and unnaturally small, the coil taught around her neck. Her eyes were empty staring endlessly beyond any of them.

"Derpy!" Rainbow yelled lunging forward.

Darkside sneered and threw the limp grey form at the rainbow mare. She caught the body, the force sending her back with her friends.

"Mommy!" Lloyd felt his heart cringe at the scream of the filly in his grip. She pulled and kicked in his grasp and he couldn't help but let her go, watching Darkside smile from the corner of his eye but the demon seemed to make no move to stop any of them. Lloyd knew he wouldn't, he enjoyed this part.

"Derpy! Derpy! Cmon snap out of it!" Rainbow Dash shook her unresponsive friend but the blond mare remained motionless. The rest of the gang stood in shock around them as their blue friend tried everything to elect any response from the pony.

"Mommy!" The panicked scream made every pony cringe as the tiny form of Dinky pushed past them despite Rarity trying to hold the unicorn back. The little Unicorn dropped onto her mother opposite of the sobbing Rainbow Dash. "Mommy! Mommy, get up mommy! Mommy!" The foal wailed into her mother's damp coat, wetting the grey hair with her salty tears.

Lloyd slowly walked to the edge of the group and looked down on the poor mare. Her eyes had been closed thankfully before the filly saw them but she remained still despite the cries of her daughter sobbing into her coat. He felt himself shudder when Rainbow's tear strewn eyes looked up to him.

"Lloyd, help her!" She cried. "Save her! Please!"

Lloyd walked over to the mare but he already knew she was too far gone. She was dead, dead like so many others. Dead like everyone else. Dead. Dead. Dead. DEAD.

"I'm sorry." He whispered. "I can't help her."

"Yes you can! like you did with Applejack!" Rainbow screamed.

"I can't do that again. It's a one-time trick." He said quietly hanging his head his ears falling. He heard the whining and sobbing of the mares around him. He shook once visibly but kept his face hidden beneath his mane. "Her name." He whispered. "What was her name?"

"D-Derpy hooves." Pinkie stuttered from his side. "Her name was Derpy Hooves."

Lloyd nodded his head slowly. "Twilight, send them back to the library." He said turning away from the crying child.

"But . . ." She started to say.

"Do it." He cut her off, his voice low and demanding. "She doesn't need to be here."

Twilight shuddered as she looked at Lloyd. He was standing before Darkside, his whole body shaking violently in weak tremors. She turned to Dinky, still clinging and crying to her mother and patted the filly on her head. "I'm going to send you somewhere safe okay Dinky?" She said trying to sound assuring but the filly didn't seem to notice.

"I don't wanna go!" She screamed. "I don't wanna leave mommy!"

Twilight chocked back her own tears and tried to speak but the words caught in her throat. "You don't have to leave her." Rarity said stepping forward and gently caressing the foal. "She's going with you, right Twilight?"

Twilight couldn't do anything but nod and the young filly seemed to be okay as she didn't give any more objection to being sent away. Twilight focused on her horn, glowing and enveloping the two of them in a light of purple before the orb of light vanished and the mother and daughter were no longer there.

"I-I did it." She said, as much to herself as to Lloyd.

"Thank you." She heard the quiet replay from behind her but couldn't bring herself to turn and face him. "Girls," He said quietly earning the attention of all the sniffling mares. "I want you to remember two things. The first is that I'm so sorry for all I've brought here. I'm truly sorry." Though he didn't turn around, they could all tell he must be crying behind his brown mane.

"The second thing," He said trying to control his wavering voice. "Is that no matter what happens from here on, no matter what you see, remember I'm on your side."

Twilight glanced at the grey colt's flank. That last warning, it worried her though she couldn't place why. Without another word Lloyd stepped forward facing down the ever smiling Darkside.

"Well now doesn't this just warm your heart? Mother and daughter sharing a heartwarming moment." Darkside Mocked as his foe drew closer. "You're the one who ruined it, saving the girl. You should have let her die with her . . . mommy." Darkside paused to impersonate Dinky's pleading voice on the last word.

Lloyd stopped walking some distance still between him and Darkside. "Why?" He asked.

"Are you really asking that? After all this time? You already know the answer."

"No. I know why you do this, all of this, but why do this, here? Are you really so desperate to get a good fight out of me?" He was speaking in a low cold tone but every inch of the colt's body was visibly shaking.

Darkside chuckled like what he said was a joke. "Oh you know I love a good fight, but in truth," he looked idly to his side where he spun the tiara on one of his tendrils. "I also did want to rob you of the weapon you had. No sense in taking chance, I mean I know you can't beat me. . . "

"I did once."

"That was a fluke!" Darkside snapped his eyes narrowing in anger but quickly regaining his composure. "But as I was saying. I have the book, I have the element, and I have turned this town on its head in fear and pain. All you have is a few scared little girls with no power. What can you hope to do to me now Lloyd?"

The grey colt shuddered again his low growl gradually rising to a deep bellow that echoed over the ground. Twilight and the others backed away from their friend. The grey coat darkened shifting to a deeper color nearly as black as the large stallion he was facing. His back quivered before ripping open a large set of wings springing forth, but these were not the feathered wings of a Pegasus, but thin and bony connected by strands of thin membrane as black as his new coat. Lloyd grew, his legs growing longer and slightly stockier as he fanned out his new wings an aura of deep dark blue cascading around him before he raised his head, his brown mane now a deep dark grey, his seething red eyes fixed on Darkside.

"I'm gonna tear your fucking heart out!" He howled lunging forward.

**this is where I beg for reviews, please leave something. Seriously it takes ten seconds, you click type something random or hateful and then wham! I get motivated**


	17. Chapter 17

Lloyd shot forward, a dark blur aimed at the large equine. Darkside jumped back, the attack taking him off guard before throwing up a shield around himself. Lloyd's head struck the shield and glanced off but before the tendrils aimed at him could strike he was gone sliding behind his enemy and ramming the shield. The violet surface fractured like glass as Darkside cursed and spun but was too slow before Lloyd slammed into him beating his wings and throwing the two of them across the ground.

Darkside's shadow leapt out and circled back to stab the smaller pony but a golden blast erupted out destroying the tendrils in mid thrust and another blast, this one focused struck Darkside's gut throwing the demon across the clearing and sent him rolling over the ground. There was a light metallic ringing as Twilight and her shocked friends watched the element of magic in its stared tiara state bounce across the ground.

"Twilight!" Lloyd called his voice warped and deeper than ever before." Grab the element!" He ordered as he spread his wings and lunged at Darkside. Twilight nodded and grabbed the item with her magic pulling it to herself.

"Hell no!" Darkside cried crawling to his feet. "Shadows!"

Six shapes erupted from under Darkside taking form as they darted at the ponies. Each one shifted to a large pure black colt with piercing glowing yellow eyes and shining evil grins. Their imp like wings beat as the first one swooped down and snatched the tiara in its teeth before turning up and darting away.

"Damn it!" Lloyd cursed turning to chase the shadow colt but instinct saved him from a purple blast of lighting that struck where his hooves had been.

"No no no! Your fight's with me!" Darkside called barreling at Lloyd and locking their horns in vicious clash. "Let the girls have their fun!"

Twilight tried to pull on the element but the shadow colt pulled harder and leapt into the sky beating its wings to escape.

"Get back here you!" Rainbow yelled kicking off and leaping after the thief. Twilight started after her but a scream made her stop and turn. Two of the shadows had leapt down towards Rarity who only just got out of the way as it slashed by her with its hooves.

The other Shadows descended on the mares with gleeful smiles. Pinkie jumped and dodged the shadow colts while Fluttershy ran as fast as her hooves could carry her. Applejack on the other hand seemed intent on fighting. The first colt to attack her she spun to the side and bucked it so hard Twilight saw his head twist and he was sent spiraling into the ground. Applejack lowered her hat and chased down the one pursuing Fluttershy before tackling it to the ground and stomping it before it could escape.

A whoosh of air made Twilight turn in time to see the smiling face shooting right at her, a hoof extended to smash her brain in. An instinct took over and she cast a spell, the bubble surrounded her just before the shadow met it. The shadow struck bending the purple bubble but rather than pop it bounced and threw the shadow pony away into the air. The shadow didn't seem to be bothered as its smile never once faded before it descended for another strike. This time Twilight was ready, she closed her eyes her horn glowing before she let the spell loose. The deep violet wave destroyed her bubble but also swept over the air colliding with the shadow before it could evade. The winged shadow spiraled through the air before crashing into a wall, the sound of its wing's cracking echoing the air.

Twilight winced but knew, somehow just knew, these things weren't real, they weren't real ponies. She glanced over to see her friends, Fluttershy was in the center of Applejack, Rarity and Pinkie Pie, all facing out as the other shadow's circled them like vultures. Fluttershy shook in the circle While Applejack scuffed ground ready for them and Rarity glanced nervously about.

One of the colts broke the circle diving down on Rarity while another shot down on Applejack. The farmer kicked but the colt grabbed her legs, despite the effort Applejack still hurled herself at the shadow throwing both of them from the group as they tumbled over the ground kicking and biting. Rarity squealed her horn glowing as she pushed the colt away with her magic but the push only slowed the flying shadow before it shook it's body and continued to shoot at the fashion pony.

"Stay away from my friends!" Pinkie's mad cry came from the side. Both unicorns and even the shadow turned to see the party pony standing to the side, a large cannon seeming procured from nowhere next to her. "Party cannon!"

The shadow stared in confusion before the cannon erupted, a huge cake and a storm of streamers shooting like a bullet and smashing into it. The shadow had no chance as the frosting matted his wings and the fluffy cake struck him so hard he tumbled out of the sky rolling over the ground.

"Ahh!" The panicked scream drew their eyes to Fluttershy. Just behind Rarity the yellow Pegasus had rolled away as the last of the shadows descended on her smashing the ground where she had been. Rather than pursue the Pegasus it turned its malicious gaze on the white unicorn behind it.

Rarity screamed but before she could move the colt leapt and snatched her in its hooves beating its black wings to carry them both high into the air.

"Rarity!" Fluttershy yelled leaping into the air after her captured friend.

Applejack stomped the colt under her but turned around to see the other carrying her fashion friend high to the sky. She growled biting the defeated shadow's neck and spinning once before hurling him up like a horseshoe at the flying pony. The dark forms collided head to head with a loud thunk. Rarity's captor shook and lost his grip letting the flightless unicorn go while the two shadows tumbled to the ground.

Rarity screamed as the ground rushed up towards her flailing in panic.

"I got you!" Her yellow friend swung in from the side catching the unicorn in her hooves, beating her wings madly. Fluttershy however was not as strong as Rainbow Dash and the extra weight of another pony made her drop sharply sending both mares for a slower but still dangerously fast fall to the ground. Fluttershy clenched her eyes shut as she beat her wings as much as she could to try and keep her and friend afloat but the earth was still rushing closer.

Suddenly they stopped, but Fluttershy's eyes were still wedged shut. She didn't feel the ground but they weren't falling anymore. She chanced opening her eyes and smiled.

Twilight's horn was glowing brightly and a similar purple light surrounded her and Rarity, who was clinging desperately to the Pegasus. Twilight opened one eye only an inch to see her friends before letting out a huge huff and the magic dissipated dropping the two of them a safe few feet to the ground.

"Are you . . . huff . . . .ok?" The purple unicorn asked, trying to catch her breath.

"Oh yes thank you so much Twilight!" Rarity said helping her Pegasus friend up. "Fluttershy?"

"Oh I'm f-fine." The yellow mare said hesitantly.

"Girls! It aint over yet!" Applejack yelled from nearby, running to join her friends.

The others looked over in fear to see their friend was right. The shadows were back, slowly cracking their bodies back into the right shape. Their broken wings and necks snapped and cracked back into alignment as they all hovered above them. Each of the shadows had their trademark yellow eyes and flawless evil grins as they loomed over their victims. Twilight swallowed her fear and stepped forward her horn glowing and ready to fight them.

A huge explosion rocked the world sending the shadows careening to the ground. All the ponies on the ground had to shield their eyes from the massive blast high in the sky. Twilight moved her hoof and looked up into the sky for the source of the blast.

High in the sky were two black shapes locked in with each other, wings beating madly against each other as waves of power shot off in every direction rippling the sky around them. The smaller one drew back and flew quickly around trying to slam into the larger dark monsters side. The larger demon swept up away from the attack and spun around. With a wave of his wings, two crescent blasts flew after the smaller monster.

Lloyd twisted in the air and swung his wings batting the blasts aside and threw his hoofs at the dark equine a golden beam erupting light like a volcano at his foe. Darkside roared and threw his own hooves out, a dark violet blast answering Lloyd's. The two lights met and echoed another thundering blast shaking the ground and flashing so bright they had to avert their eyes again.

"Ahhhhh!" Lloyd's twisted voice echoed over the air as he collided with Darkside head first, catching the demon under his neck. The tendrils snaked out and thrust at his unprotected flank but Lloyd let out a huff and another burst of golden light dispelled the sharp blades. He thrust both hooves up cracking something in Darkside's head before sinking his teeth into the monsters neck. Darkside thrashed in his grip and beat his wings against Lloyd to throw him off but Lloyd bit deeper tasting the vile poisoned blood before spinning his head and hurling the demon down to the ground. Before Darkside hit the earth he threw all four legs in front of him a huge golden orb appearing before being wrapped in dark blue rings and firing down on the enemy.

Darkside spun in midair righting himself with a gust of his wings. The golden projectile hurtled towards him but the deranged monster simply cackled like a mad man and leapt at. With a yell and a shine from his white horn, the ball was split in two allowing the devil passage back to his opponent.

Lloyd dodged the first thrust of the horn and blocked the following tendrils that whipped over him with a shield of his own. He kicked out and struck Darkside's flank and chest but the demon spun from the blows and smashed his larger wings into Lloyd's smaller frame. The dark colt took the blow but yelled throwing himself up plowing both forelegs into the monster's gut a burst of golden light tinged in darker hues erupting up into Darkside's hide.

The larger horse sailed back twirling and coughing as smoke steamed from his belly. With a mighty roar a barrage of black lines flew from his underside. Lloyd dipped and dived to evade the sharp tendrils lashing out in the dozens. Some clipped over his wings but grazed off the tough bone. Lloyd spun away from the last tendril and swung his wings out. Flames danced around his form, orange and red tongues of fire licked over his body increasing in size and intensity every second till fire dominated the sky. With another howl the fire took form, a massive dragon head shooting over Darkside the jaws wide to swallow the demon in fire.

Darkside stood his ground, a shield enveloping him before the dragon swallowed him whole. The fire fully enveloped the horse exploding out and lighting the sky before the fire dispersed from a gust within its core. Darkside swept his own hoof before him, dispelling the remains of the flames, he seemed untouched. Darkside raised his hoof now, a storm of dark purple spears faded into existence around him before rocketing down on towards Lloyd.

Lloyd swung his hoof, a crescent wave appearing, striking and shattering the lances before they reached him. He wasted no time charging past the remaining spears and barreling at Darkside. The dark one sent another storm of black tendrils out but Lloyd weaved between the sharp lines, a yellow stream of light shooting ahead. The shadows twisted forming a wall in front of Darkside to absorb the blast moments before it struck.

Lloyd however rushed underneath slamming his head up into Darkside's chest making the large demon quiver from the blow. Lloyd pushed harder swinging his fore hooves across the demon's face, two sharp punches followed by a quick spin his boney wings cutting the demon's hide before his hind legs bucked hard knocking the demon higher in the air.

_Now. _He thought shooting after his stunned opponent. A cloud of red spheres appeared trailing Lloyd each one with tongues of blue flame trailing them. Each orb fired like a bullet over the floating stallion but they were all stopped as the black shadow again sprang to full form enveloping the fireballs and smothering the flames. Lloyd however charged on colliding with the shadows, a golden light shining out as he destroyed the wall of black plowing his hoof right into Darkside's chest. The larger stallion spat blood as his entire chest seemed to cave in around the intruding hoof.

Darkside snarled though, a slight grin over his teeth. The large alicorn raised both Forelegs high above his own head before bringing them down like a hammer on Lloyd's un-expecting head.

The blow sent the smaller being shooting to the ground, striking the earth like a nail in a coffin. The ground split to bits around him as he dug his own grave in the rock.

"Lloyd!" Twilight yelled running over to the still smoking pit where he had fallen. Applejack and Rarity were right with her. Pinkie and Fluttershy hanging back slightly but still were following. The dark shape shifted from under the rubble and shook himself, his bat like wings fanning out once before he glared back up to the sky. He was breathing heavily, blood marking his body all over from cuts he had, though the worst of the pain was probably from the injuries she couldn't see. He gave one flap and leaped to the edge of his pit shaking off the rocks now smeared in his own blood.

"Ha ha ha ha!" The sick cackle drew them all to the sky again. Darkside lowered himself, hovering above them all and laughing. "Oh Lloyd is that really all you have? Did you really waste too much power healing these little ponies?"

Lloyd didn't answer but ruffled his thin wings and coughed a spit of blood on the ground.

"You really did? God when are you going to learn?" Darkside paused as the shadows from before circled back all of them sliding back into his shadow. The last one tossed him the tiara which he caught on his hoof. "Now once again, I hold all the cards, and you have nothing."

"Shut up meanie!" Pinkie screamed. "You can't talk to our friend like that!"

"You still gotta deal with us!" Applejack called, stomping the ground. Twilight didn't speak but stepped next Lloyd and glared up at the monster.

"Oh please!" he laughed. "You-you can't even fight my shadows! The only one with any chance to fight me on even terms is broken and weak, you all have no idea what you're fucking with, and I have your precious element, not to mention Lloyd's book! You didn't have a chance before and you don't have one now, this world is mine and there isn't anything you little girls . . . can . . ." His voice trailed off as his face became puzzled.

"Hang on, One, two, three, four, five . . ." He said counting the mares before him. "Where's the blue one?"

BOOM!

All eyes shot upward as a rainbow shockwave spread over the night sky exploding outward in every direction.

"yyyyyeeeEEEAAAAAAA!" the howl grew louder as the rainbow streak shooting through the sky continued to grow closer barreling straight down on the floating monster at speeds beyond insane.

"Oh fu-"

He was interrupted when Rainbow Dash hit him and the second explosion muffled all else.

Lloyd tucked his head down and spread his wings to shield the others as a rainbow Mushroom cloud enveloped the point of impact stretching high into the sky. Smoke billowed over and covered the ground blocking any sight beyond right in front of them.

"Everyone ok?" Lloyd called back. He could feel Twilight coughing next to him but the others he could only sense with a touch of his power. Replies came, though Pinkie spoke for Fluttershy he trusted the two were ok. No sooner did he get his confirmation than he heard a scuffle making him face the new crater in town.

Stumbling out of the smoke was a dazed and disoriented Rainbow Dash, swaying on her feet, the tiara of magic clenched in her teeth.

"Ah, Ah got it." She said with a giggle stumbling around like she had one too many.

"What the fuck was that?" Lloyd couldn't suppress the question.

"A sonic rainboom." Pinkie said appearing next to them and running forward to help Rainbow Dash stumble to them. "Wow Dashie that was awesome!"

"That was-that was something. "Lloyd admitted with arched eyebrows.

"I agree!" The snarling voice tore through the smoke as Darkside Swept one wing, dispelling the clouds of smoke in the air. "That was really something you little rainbow bitch!" Darkside snarled through blood stained teeth. Anger seethed from his black body. "I think I'm going make you watch me tear the yellow one's wings off!"

Rainbow Snarled and turned but Lloyd stopped her short with a fan of his wing. "Use the elements." He said quietly. "And be quick, I can't go at him for long."

Twilight opened her mouth to speak but Lloyd didn't give her a chance before he launched himself at Darkside. Opening his mouth a stream of silver light poured out to the side before coalescing into a solid silver sword, the hilt clenched tightly in his teeth.

Darkside lowered his head, the tendrils snaking out to parry the incoming attack. The tendrils gripped the sword but Lloyd roared and pressed through, the sword cutting past and grazing over Darkside's hide forcing him back. Lloyd turned and thrust the tip at his enemy's eye but Darkside lowered his head batting the sword aside with his horn.

"You still can't beat me Lloyd!" he roared, shadows shooting from the ground at the small colt's belly. Lloyd brought the sword back deflecting the sharp shadows with a ringing of steel. His body dipped the shadows grazing his back as he evaded and lunged ahead swinging the blade again for Darkside's leg. The demon growled biting his teeth and conjuring a matching black sword to block the attack. The two edges locked as their wielders glared deeper into the opposite set of red eyes. Darkside growled and pushed throwing Lloyd back.

The colt hit the ground and dashed left then right and flung his head the sword shooting about its tip aimed for Darkside's heart. The demon blocked the sword but couldn't stop the smaller colt's body from tackling him to the ground, the force knocking the black sword from his jaw

Twilight didn't waste any more time watching. With a flick of her head she took the tiara from Rainbow and placed it on her head. She gave each of the girls a look and they responded with their own nod. Twilight stepped to the head of the pack and closed her eyes, the star on the tiara glowing brightly. Slowly the glow spread to the others, each of the young mares closing their eyes as the light glowed from their own gems their bodies floating in the air.

Darkside thrashed and kicked finally dislodging the small colt from him to see the glowing gems. "Oh not you don't!" He snapped, his shadow snaked out shooting towards the mares, distracted in their own power.

The tendrils snapped and tore to bits as Lloyd leapt in the path biting and tearing the strands of shadow to dust, two of them striking his shoulder drawing blood but he tore them out without so much as a cry. Darkside clenched his teeth, his horn glowed as another spell charged on the tip. A second later a bolt of lightning shot straight at Lloyd. The colt folded his wings around himself, the bolt striking the bone and leaving a deep burn all over the wing.

Darkside growled and raised his head, another storm of purple spears appearing in the air before hurtling at Lloyd and the girls. Lloyd took one deep breath and stomped his hooves. A golden wall appeared before him, the spears striking and shattering against it. The storm of blades began to crack the golden wall, fractures spreading over the surface.

"Twilight?" He yelled.

"Ready!" The mare called without opening her eyes.

"You can't beat me! You can never beat me! I'm your own Evil Lloyd!" Darkside roared, power charging on his horn.

Lloyd peeked from behind his wings, stomping one hoof on the ground. A stream of light shot under the earth before erupting under Darkside, a thick chain glowing with dark blue light coiled around the beast's neck and yanked him face first into the ground.

"Not anymore" He whispered before rolling to the side. "Now!"

Twilight understood, opening her eyes, now glowing deep and purple. The magic enveloped her and her friends all the colors spinning around them as it gathered. Twilight could feel it again, the elements taking over to make them stronger. It was never a conscious control, more like just an aspect of will, willing the elements to help them and now she willed them forward with all her might throwing the power at the evil before them.

The massive rainbow swirled overhead before sweeping over towards Darkside, chained to the ground. The dark horse thrashed at his chain but could only look up in horror as the rainbow cascaded over him.

"NooooooahhhhhhhHHHHHH!" He wailed as his dark colors vanished in the shower of color.

The lights gave an enormous boom, louder than the sonic rainboom had been and a gust of air swept over the town nearly knocking the tired mares off their feet. Lloyd buried his head in his wings as the air hit him like a train, the color too bright to face.

Then it was over

Lloyd was the first to raise his head. The area Darkside had once stood was no more. There was no sign of the demon, no sign he had ever existed. The ground was cracked but otherwise unscathed.

Twilight looked up next, her friends slowly rising to their feet, with the exception of Fluttershy and Pinkie both seemed too weak to stand up anymore. Twilight saw the empty space once occupied by the demon and then looked over to see Lloyd, still in his scary form looking around. His eyes met hers.

And he smiled.

It was over.

Twilight couldn't hide her own smile. "We got him." She said confidently.

"That's what he gets!" Rainbow said spitefully.

"No challenge really." Rarity said fluffing her tussled mane.

"He's good an gone now." Applejack added, looking to Twilight.

Lloyd slowly stumbled over to them. He still had a smile but he bore a lot of injuries from the fight. He bowed his head and they watched his form shift, changing from the black monster back to the grey coated, brown maned colt they had met.

"Are you all ok?" He asked. Each of them nodded in turn as he looked them over. "That's good." He whispered. "Look I'm sorry about all of this. I'm sorry about Derpy, but we-"

"You . . ."

The girl's all watched the colt's eyes widen so much they threatened to break out of his skull.

"Miserable. . ."

Lloyd slowly turned his whole body shaking. The girls trembled in place slowly pulling together.

"Little . . ."

"No." Lloyd whispered, but words couldn't deny the existence of what he was seeing.

"Ingrates!"

A dark form clawed its way to full standing position, its smoking, quivering form a visage of absolute rage. Darkside's wings were burned, all the feathers gone, his left wing was only a nub on his back, the right ripped and twisted at an odd angle. Blood flowed through his bared teeth and over his whole form, his mane once long and elegant was ripped and shredded, torn short to his neck. His horn was gone, only a tiny stub where the white object had once stood.

"I'm done!" He howled, taking one shaky step forward. "No more games! No more fooling around! All of you are gonna fucking die!" He screamed throwing spittle and blood into the air. A deep glow burned in his core gathering strength as he stalked towards the terrified ponies.

Twilight looked to Lloyd but the grey colt was as horrorstruck as all of them. His body trembled as he shook his head and stepped back.

"Die!" The dark monster howled throwing his head back as a sphere of black grew from his core consuming everything around him. Twilight watched in awe as the wave neared her before it swept through them.

There was darkness.


	18. Chapter 18

Twilight knew she was still alive. The ground was hard under her as she buried her head under her forelegs. Her shield was gone too, she had made a bubble to protect herself and her friends just before Darkside attacked but now it was gone. The slight shaking behind her let her know that her friends were alive but she didn't understand how.

In fear, she slowly opened her eyes peeking out. She took a few seconds to take in what she saw before gasping. "Lloyd." She squeaked breathlessly.

The grey colt was facing her, standing on wide spread legs shaking as he struggled to remain on his feet. She took only a fleeting glance at his body before looking away suppressing the bile in her stomach. His entire backside was no longer grey but a deep charred black. His hair was gone, the flesh burned to the bone, the black only broken with streaks of red blood as they dripped down from the dozens of busted blisters. Trials of red left his teeth dropping from his hanging mouth as he struggled to take wheezing breaths. His mane was gone, as was his tail, both completely burned away leaving little singed hairs behind. His eyes were blank half rolled into his head as he swayed on his feet.

He quivered once more before his bloodied legs finally gave up and he collapsed on his side his chest rising and falling as he struggled to breath. His eyes were wide but staring blankly past the unicorn in front of him, confused and in indescribable pain.

"Lloyd! Are you ok?" Twilight asked pushing against him with her muzzle.

The once grey colt turned his eyes to meet hers. "Twi . . . light," he said struggling for every breath. "Run. Just . . .run." His whole body shook with one violent cough, blood spilling from his mouth. His eyes snapped shut and his whole body clenched as the pain paralyzed him.

Twilight gave a quick look behind her to her friends. They were all awake and looking to her each trying to help each other to their feet. They were unharmed but seemed exhausted. She turned back to their savior. "No. cmon, we'll get you some help." Her eyes were burning for some reason.

He tried to move his head but winced again. "No. Run. He'll . . .he'll . . ." Another coughing fit took over before he looked at Twilight's eyes. No longer were they locked on him instead they had widened impossibly, staring just behind him. Lloyd clenched his teeth and rolled his head.

Darkside stood over him, his massive form shown godly in the moonlight. The light behind him cast a shadow on his already menacing face, his eyes giving the fiercest glow. For once he didn't have a smile, his face was clenched tightly in rage, his eyes fixed on the broken form of the pony before him.

"Hi Lloyd." He hissed. Before Lloyd could even attempt to move a strong hoof dropped forcefully onto his backside tearing into the burned flesh. There was no way Lloyd could contain the scream that ripped his throat apart.

"Does that hurt?" Darkside snarled twisting the hoof, tearing more flesh and turning black to red as blood spilled over. "Good!" He drew the hoof back and swung it aside smashing the colt's head and sending him tumbling over the ground till a wall stopped his rolling with a thud. He forced himself to look up just in time to see the dark violent spear darting at him. He tried to move but the sharp edge found his shoulder nailing him to the house behind him.

The scream cracked his voice before he clenched his teeth and fell over trying to keep tears from his eyes.

"You can stay there! I'll deal with you in a minute!" Darkside yelled before turning his attention back to Twilight still shaking before him. "Right after you my dear." His voice wasn't the suave pompous tone it was before. It was a short simple snarl, a growl that spoke of pain and undiluted anger.

Twilight stepped back shaking her head in disbelief. "T-the elements . . ." She stuttered.

"Yeah, those." Darkside snapped stomping closer to the scared mare. "I got to say that hurt. But now I'm done playing. I'm done with the games. Now I'm gonna rip you cute little ponies apart!" He roared jumping forward and raising his hooves over Twilight.

The purple unicorn gave a squeak of fright and instinct made her blink, vanishing in a teleport and appearing with her friends just as his hooves spilt the earth under him. The dark monster snarled and turned his feral eyes on her, upset his prey escaped.

"Cmon girls! The elements hurt him, we can do it again!" Twilight called rallying her friends. each of the colored heads nodded and raised to face the feral stallion.

"You think I'm gonna let you do that again you idiot?! No, I noticed something. You need all six of you to do that, so I just need one of you to cut that short." Darkside snarled turning on the ponies. His dark eyes drifted over the group before falling on a shaking Fluttershy. "And they always say go for the weak link." He sneered as his shadow whipped itself to life coiling and spinning to a set of spikes.

"Fluttershy run!" Rainbow Dash called forcing herself to her legs as she tried to run to her friend. Her eyes were so set on the yellow Pegasus she didn't see the Demon's gaze shift.

"But I want some revenge first." He growled throwing his head at Rainbow's stumbling form. The blue mare didn't see the streaks of shadow change direction darting at her from behind.

"Rainbow Dash, look out!" Twilight called trying to conjure a spell to the stop the spikes but two still broke past her shield rising off the ground towards the Pegasus' behind. Rainbow Dash heard the warning in time to turn and see the spikes but not in time to do anything about it.

Warm blood wet her fur as the cyan mare fell back. Her eyes widened in fear and she chocked back a gasp.

"R-Rarity?" She murmured

The white unicorn dominated Rainbow's view as she clenched her whole body in pain, the blood staining her white coat from the two holes in her side, the black spears piercing straight through one side to the other only inches from Rainbow Dash. The fashion unicorn trembled, her legs shaking under her as she tried to look to her friend.

"We-we n-need you, r-rainbow." She stuttered out before screaming as the spikes were violently withdrawn from her. Rainbow caught her and tried to ease her to the ground, her legs completely failing her. The unicorn gave several wheezing breaths trying to catch her breath, her entire body trembling in Rainbow's grip, muscles clenched in pain as tears spilled form the corners of her clenched eyes.

"Stupid bitch." Darkside scoffed. "But I guess ones as good another." He drew the tendrils back whipping them so red blood wet the ground.

Twilight was already there next to Rainbow and Rarity. The two holes were still bleeding badly pooling blood around the two ponies. "Rainbow lay her down." Fluttershy's commanding voice came from behind them, the shy Pegasus pushing past Twilight and helping to ease the unicorn to the ground. Rainbow didn't cry or talk, she could only stare at her injured friend. "Oh no, oh dear." The yellow mare said trying to press on the wounds to stifle the terrible bleeding.

"Oh don't bother." Darkside's booming voice came from only feet behind them. Twilight turned with Applejack and saw the large stallion standing near them his shadows warped around him, whipping the air, waiting for the order to strike. "Your all gonna join the fucking idiot." He spat.

"Ahhhhhhhhh!" The blood curling scream made everyone present wince just before a rainbow trailed blur shot past them all colliding with Darkside's chest. The large horse gave a heavy grunt as the smaller mare knocked him sprawling over the ground. He shook his head rising up to see the small lithe mare on the ground not far away.

"Cheeky little bitch!" He growled his shadow twisting and lashing out, but Rainbow was fast, gone in a blur as the spikes broke the ground. The black horse turned in time to catch a hoof across the jaw. He bite after her but Rainbow was already gone zipping past before circling around hitting his legs before rising under his jaw knocking him backwards. Darkside groaned when he hit the ground, his shadow pulled back twisting protectively around him as Rainbow continued to shoot and zip around too fast to be caught by the mad stallion.

Twilight stared in awe and fear as Rainbow Dash attacked the monster. She was keeping away from him but more than that, she was hurting him.

"Twilight," Fluttershy's insistent voice brought her back. "I need your help." Twilight kneeled next to her Pegasus friend who was pressing desperately into the holes in Rarity's side. The unicorn's eyes were closed but she was still breathing, each breath making a fresh stream of blood spill form her. "I-I-I can't stop it." Fluttershy stuttered tears spilling over her face. "I-I . . ." her voice trailed into sobs as she kept trying to push the wounds closed.

Twilight heard the growls yells and crashes of Rainbow's fight but some other sound pervaded the noise. Quieter and she would have missed it if not for the familiarly.

"Twilight."

The voice was low and raspy but she could till hear it. The lavender unicorn turned her head to see Lloyd, his broken head raised.

"Bring her to me." He called, as loud as his voice would allow him.

Twilight turned to Fluttershy who had been watching, the yellow mare nodded and helped lift Rarity on her back carrying her over to their friend. Twilight used her magic to ease the unicorn off her back in front of Lloyd. She again became aware of how hurt Lloyd was. The spear was drvin deep into his right shoulder holding him to the wall, blood covered his belly and pooled under him from the wound. His entire backside was dark mix of black skin and red blood, each of his breaths were forced and hollow, wheezing with each intake.

The colt's eyes fell on rarity and he reached out his foreleg to lay on her side. "Listen to me." He wheezed as he did so. "Listen close. You have to run. All of you. Take who you can and run, don't fight him. Leave me behind and go." His words stopped as he took a deep wheezing breath. "I'm sorry."

The golden light spilled from his leg flowing over rarity. The light quickly found the four holes seeping into them, the flesh regrew before their eyes, the deep holes covered in pink flesh. Rarity gave a single weak moan in her sleep, her body tensing once before she fell limp. Twilight smiled once as the light faded but it quickly vanished when she looked up to Lloyd.

The grey colt wasn't moving, his eyes closed limply. His leg had gone limp next to him and lay on the ground. Twilight felt her eyes burn. "Lloyd," She whispered her voice breathless. "No." She placed one fore hoof on the body and gave him a shake. The colt rolled with her push but made no other indication he was there.

Their help was gone. He was dead.

They were alone.

. . .

Darkside cursed as he missed the flying pony for the dozenth time. She was zipping back and forth cutting, punching, kicking and knocking him upside the head. He watched her land in front of him still several feet between them. She was glaring up at him, her whole body heaving with desperate and strained breaths. Rage constricted her tiny face, teeth bared, ears flat, eyes narrowed.

"What is your problem? Are you really so mad I killed that ugly whore?" Darkside spat.

"Shut up!" Rainbow screamed huffing deep breaths. Darkside allowed himself a small grin. She was getting tired. She was fast, unnaturally so, but she couldn't last forever. Darkside shifted his footing making the little mare jump.

He chuckled. "You scared?" he smirked. The blue mare shook her head. "Oh come on, are you sure? Don't you remember Big Mac? Aren't you scared this is all going to end like that?" He felt giddy when he saw the way her whole body shook as he talked. "Well, let me ease your worries. You can die first!" Darkside roared and leapt forward leaping as high as he could to trap her under him.

Rainbow was already gone before he touched the ground, shooting off before grinding into the ground and kicking back. Her whole side slammed into Darkside's back knocking him off balance. The black tendrils shot after her but the Pegasus had already kicked away and flew back. Darkside snarled and struggled to his feet. Rainbow Dash hovered in the air for a moment looking down on the monster.

He hurt rarity! Rarity had been hurt . . . saving her. It was her fault but it wasn't! It was his fault! Just thinking about it made Rainbow clench every muscle in her body before yelling out and streaking back at the monster her hoof stretched out to shatter his jaw.

Rainbow felt the spear before she saw it. It sank straight into her shoulder going deep almost to her wing joint. He own speed had impaled her on the sharp black appendage now growing from Darkside's black neck. Darkside's eye widened, his smile returning as Rainbow gasped in pain and clenched a hoof over the bleeding wound.

"Where you going to fly now?" he taunted raising his own hoof high. Before Dash could try to move it came down cracking her head and slamming her into the ground. The only good thing was it removed the violating spear from her shoulder, the bad part was it had torn a nasty gash on its way out leaving a huge jagged tear along her right shoulder and grazing her face with blood.

Darkside didn't let her breath before he raised his hoof again and stomped the tiny Pegasus' back making her scream in pain, all her air leaving in a gasp. "You have gotten on my last nerve!" He growled, lowering his head next to her ear. Rainbow gave another pained scream and tried to pull away grinding into the dirt but Darkside pressed down harder forcing her into the ground.

"You know, you've managed to piss me off more than I thought possible." He chucked manically. "I know your all going to die, but congrats, you get to live and watch me tear your girlfriend apart. Won't that just be a fun way to go!" he raised his hoof and crushed Rainbow's head into the ground. "But First, I think you need a lesson in humility."

Darkside pushed her head deep into the earth as the tendrils snaked over him and finally over the tiny blue mare. Rainbow thrashed and kicked trying to get away but the stallion's hoof held her firm as the tendrils snaked over her body. Rainbow shuddered at the vile feeling of the ghostly tendrils tracing over her body. Fear gripped her tighter as the tendrils coiled tighter around her, and then she realized what he was doing.

"Please no." She begged, turning her head as much as he would allow looking up. Darkside smiled down before looking away.

"Fluttershy," He called.

The butter colored mare look away from where her and Twilight were standing to see Rainbow Dash pinned, two black tendrils snaked around her neck and two more coiled tightly around the blue wing held taught by one last strand as the rest wrapped tightly over her blue body. Darkside smiled showing his teeth and felt a shudder at the yellow's mare's terrified and knowing gaze.

The tendrils made one jerk, the sinew, flesh and bone tearing in one move as the blue wing was torn violently from her back. Rainbow's sick, blood curling scream echoed in the air, her voice cracking as she wailed into the night. All the other ponies couldn't make a sound, only stare in absolute disbelief as the shadow strands tossed the blue wing aside like it was trash and their friend screamed and bled from the new hole in her back.

"Rainbow Dash!" Fluttershy screamed louder than ever before jumping her feet and dashing to her friend.

"Take her back." Darkside said dismissively casually tossing the bleeding Rainbow Dash to Fluttershy. "She's broken."

Fluttershy stopped to catch Dash as she collided with her making Dash scream again in pain. Fluttershy wrapped her legs around the rainbow holding the blue mare close as she sobbed into the pink mane scramming and wailing. Fluttershy wrapped her tightly and tried to sooth her but the blood kept spilling over them and Dash never stopped crying.

"You sick monster!" Twilight snapped standing next to her two friends tears in her own eyes.

"Oh shut it." He snapped. "You've pissed me of too you know? Maybe you want to be next?" He snarled stepping closer.

"How bout me?" A thick voice came from too close to his side making Darkside turn just in time to See Applejack's straw colored tail and orange legs rising up. Before he could even curse the mare's legs bucked out catching him full in the jaw with an audible crack snapping his head upwards.

Darkside stumbled but didn't fall, his glaring eyes and tight jaw falling back on Applejack. "Why not!" He screamed bringing a hoof back down hard. Applejack couldn't move before the hoof collided with her back knocking her to ground. Darkside lowered his head snapping his jaws around the back of her neck electing a pained scream from the farmer before he hefted her up and tossed her away. "I'm not playing this time bitch. This time I'll kill you."

"Pinkie cannon!" A mad voice broke the threats making all eyes fall on her. Pinkie stood next to her trusty party cannon and vanished behind it. A second later her pink head poked from inside the barrel which happened to be trained on Darkside.

"What the-" Boom! The cannon erupted over his words shooting a pink bullet across the square before slamming into the stallion's chest. Darkside gave a heavy grunt and couldn't stop the pink pony from knocking him to the ground. Pinkie Pie stood on the grounded stallion and jumped up and down powered by some unforeseen force making her pound the horse into the ground like a jackhammer.

"You don't hurt Dashie you bucking monster!" She screamed as she beat the demon into the ground. Suddenly her leg twitched and her ear flapped. Pinkie jumped off the stallion just before three black spikes erupted from his stomach where she had been jumping.

Darkside rolled to his stomach and glared at the party pony his eyes wide with rage. "I'm going to enjoy killing you far more than I should." He growled standing to his feet. He only heard the hoof beats for a second before the sharp blow struck his side. Darkside hissed and spun to try and smack the angry farmer but his leg swept her mane and air. Applejack grunted and lunged forward, her head driving her head into Darkside's chest. Despite the blow, the larger stallion only skidded in the dirt. Darkside pushed back with his whole body throwing Applejack off balance. Applejack tried not to fall but the shadows snared her legs pulling them from under her and throwing the mare on her back, the fall knocking the wind and stensen from Applejack.

"Hello, I don't like you." He smiled before taking the only step needed to place himself over the bound farmer. "And I don't like those legs."

"Applejack no!" Pinkie yelled rushing to her friend but she simply wasn't fast enough to prevent the tendril on the rear leg from giving a single violent twist, the leg it held spiraling around at the joint. The sick crack of bone was only slightly less horrifying than the pained shriek Applejack howled. Twilight felt tears in her eyes as she saw Applejack's whole face tightened in unimaginable pain, tears spilling from her eyes over her orange muzzle.

Pinkie was there slamming into Darkside's back and biting deep into his neck. The pain was there but the monster's rage overcame most of it. He tried to snap his own jaw on the bubbly pony but she twisted on his back keeping out of reach. The tendrils snacked around to tie the Pinkie's legs but just before they caught her Pinkie was gone jumping off and bouncing on is head before she turned and bucked his knee.

The front leg snapped backwards, not breaking but buckling in from the blow and throwing the large horse on his side. Darkside cursed and again tried to snap the pony in his jaws but she jumped away again evading him. She felt her ear flip and her left leg itch so the pink pony jumped just as another tendril whipped across the ground trying to sweep her legs.

"Hold still you little bitch!" He snarled back on his feet. The shadows grew in number shooting, stabbing, slashing and whipping at the pink pony but nothing could touch the party pony as she jumped danced and hopped around each attack. Darkside followed after as the pink pony kept backing away dodging each tendril no matter how he tried to catch her.

Twilight was in awe of her friend's ability and if she hadn't been watching so closely she wouldn't have noticed the subtle look Pinkie shot her. Her blue eyes on Twilight then shooting back to Applejack. Twilight followed the gaze and saw the reason. So enraged on Pinkie, Darkside's shadows had dissolved around their farmer friend leaving her on the ground trying to cradle her broken leg. Twilight didn't waste any time and stared at her hurt friend her horn glowing as the spell began.

Weather from Pinkie's glance or maybe sensing the magic power, Darkside turned suddenly to where Applejack lie, seeing her body become shrouded in light purple light. "No!" he screamed lunging back to crush the orange pony. A moment before he landed the farmer vanished in a ball of lavender light making the feral monster turn and huff at the purple pony she had appeared next to. "You are so god damn annoying." He growled the tendrils twisting around him before angling on Twilight.

"Yaaaa!" Pinkie's war cry drew the monster's attention as she charged him, ignored for only a moment. Darkside gave her only fuming glare as the party pony lunged at him. Two tendrils snaked out but were dodged by Pinkie's quick hops, however Darkside threw his whole body over the small pink pony trying to stomp her into the ground.

Pinkie hopped to the side dodging the massive legs but Darkside whipped his leg up catching the small pony across her jaw before she could move any more. Pinkie gave a little yelp and rolled over the ground. Before she could rise Darkside was already upon her, his hooves slamming her back down into the ground. He gave mad cackle as he pinned her down before reaching down and biting deep into her back. Pinkie screamed and tried to thrash away but the larger horse was far stronger.

Twilight watched in horror as Darkside lifted her pink friend up and slammed her down again and again each time the party pony giving another loud yelp or cry. Finally Darkside released the tiny pony throwing her at the ground one last time. She bounced slightly before resting on the ground. Pinkie shook and tried to pull away but the shadows were already moving.

The shadows quickly coiled around the tiny pony, some tightening around her legs and pulling her closer to her oppressor, another wrapped tightly around her neck digging into the pink fur covered flesh. Pinkie gave a single choked cry as her airflow was impeded. Finally she fell before Darkside and he turned her over so she was facing up at him. The tears in her blue eyes gave him a shiver up his spine, a happy tingle he loved so much. "What's wrong? Crying again you little shit!" He tightened the shadows around her neck making her choke out but the lack of air made any pleads inaudible.

"Stop it!" Twilight screamed. Her horn glowed and erupted with magic, a purple lightning bolt shooting at Darkside's head.

Darkside glared up angrily, his shadow shifted forming a solid wall before him absorbing the bolt before erupting into series of black streaks darting back at Twilight.

The unicorn panicked, instinct saving her by throwing a shield over herself before the spikes struck it glancing off like bugs on glass.

"You'll get your turn." Darkside snarled at her before turning his eyes back down to Pinkie. "After I enjoy you." He said with a predatory grin. Pinkie tried helplessly to pull at the narrow strands constricting her neck. Gradually the cords grew smaller and smaller closing around her neck crushing her windpipe, breathing burned, it was getting harder to force air into her lungs.

"Does it hurt?" He asked leaning down near her. "Does it hurt to feel the air slowly leaving you? Now you know how Applejack felt!" He snarled. Pinkie cried out but it was an empty cry, her air was gone, her fight leaving as her strength did. Slowly her legs stopped pulling at the strands falling hopelessly to her side. Her eyes started to fall closed her chocked coughs were stopping too, dissolving to weak wheezing gasps.

"Stop it!" Twilight screamed but she couldn't drop the shield to help. Tendrils continued to strike the shield, not having any chance of getting through but if she dropped it even for an instant to help her friend, the sharp shadows would reach her and her friends. She couldn't do anything but watch Pinkie fight for her life, and lose.

Darkside ignored Twilight's calls and instead pressed his eyes to Pinkie's fading ones. "Ya know I love to suffocate people. It's so much fun cause you can watch the life leave them. Bit by burning bit the life leaves and you can see it in their eyes. I want to see it," He hissed. "I want to see the life leave those beautiful eyes." He chuckled as Pinkie stopped struggling her eyes slowly falling closed, he could feel her heart fighting for those last furious beats trying to cling to life.

Thump. Thump.

"Say hello to that sweet nurse." Darkside smirked as her eyes fell closed.

Thump.

Her body went limp one last convulsion shaking her body.

"Pinkie!" Twilight screamed in tears as her friend stopped moving.

Crack!

The massive bolt of lightning tore right into Darkside's torso, his body flying and his scream breaking over Twilight's.

The dark horse rolled over the ground cursing and screaming as blood fled from the hole in his side, burned and charred from the strong bolt that had taken him. He ground his teeth as his shadows quickly fell back to him forming a weak protective shield. A second bolt struck right as the shadows returned absorbing the force of the blast. This one did no more than make him stumble but did draw the absolute enraged glare of the wounded stallion.

Standing over a madly coughing Pinkie was a dark equine, her dark blue coat seeming to glow in the moonlight, her own wings spread wide over the party pony under her, her own horn still glowing from the magic it had just unleashed while her blue magical mane swirled around her.

"Princess Luna?" Twilight called, dropping her shield at the sight of the princess. Luna glared at the broken alicorn on the ground before slowly turning back to Pinkie on the ground. The pink pony was desperately trying to suck air back into her lungs, her chest rising and falling heavily as she sucked in air.

"Art thou alright?" Luna said quietly. Pinkie, for once was unable to speak and instead nodded weakly.

"Princess," Twilight's voice came from behind her where she had come to join them. "Why are you here? Why . . ."

Luna silenced her with only a look before fixing her glare back on Darkside. "Zecora awoke from her injury. She was alright, but when . . ." She paused and fixed the muscles on her face. "When that grey pony was sent there with her daughter, Dinky and Derpy, I knew you would need my help. After I saw the blast I knew I had to come. I left Zecora to look after the filly, my sister and Spike." Her eyes darted over the scene before her, the injured ponies, Rainbow's wing, Applejack's leg, Rarity's blood and finally rested on the still grey colt. "Lloyd?"

Twilight shook her head. "He's . . . he's gone." She whimpered.

"I understand." she said looking back to Darkside." She took one long stride forward. "Now Twilight Sparkle, see to your friends. This demon's fight is with me."

Twilight opened her mouth to speak but was cut off by a deep chuckle .

"Oh you're just a doll." Darkside hissed as he stood tall again. The black shadows swept over his body, the tendrils wrapping like bandages over the hole in his side. "Come now, you honestly want to fight me? Where's your big sister? Why doesn't she just- Fuck!" The stallion jumped back, the shadow throwing another wall before him as another lightning bolt struck out.

"Silence!" Luna boomed her voice echoing into the night. "You have injured my sister, Defiled our land with your presence, Hurt and even killed my little ponies! My subjects!" Luna's eyes glowed as her horn followed beaming brightly. "Your punishment is to be carried out now! You will pay!"

"Well come on!" Darkside sneered charging the princess.


	19. Chapter 19

Luna raised her head, the first blast of power swept over Darkside and threw him back. The monster groaned, his shadow reaching up to block the lightning bolt that followed. Twilight wanted to watch, to see this monster get what he deserved but she was needed elsewhere.

"Come on Pinkie." Twilight urged helping her pink friend to her hooves and supporting her as they stumbled back to Fluttershy and the others. Pinkie was still alive and still conscious but wasn't able to walk well, and defiantly not on her own. Each step seemed to be turning her legs into jelly, shaking at each pained step.

Twilight reached Fluttershy but the Pegasus didn't even seem to notice her until she spoke. "Fluttershy, how is . . . how are . . . they?" She didn't know what to ask or even how to ask it.

The butter Pegasus looked up and wiped her eyes on her bandaged hooves. The poor mare was beside herself and tried to talk, her words more jumbled and hushed than normal. "A-applejack's leg is . . . b-b-broken." She said petting her orange friend's head. "Rarity's hurt real bad, W-whatever L-l-l . . . he did, it didn't help enough. She needs help. Here, lay down Pinkie." The yellow mare helped ease their pink friend down next to the line of injured and sleeping friends.

Twilight saw Rarity on her side, bandages wrapped around her side their color gradually darkening to red as she watched. Applejack was unconscious but her face winced in pain every few seconds. Her hind leg was twisted like a corkscrew, the bone tearing the flesh. Fluttershy had apparently not tried to tend to it in fear of making it worse. Her eyes finally fell to the blue Pegasus. "What about Rainbow Dash?"

Fluttershy jumped as if startled and walked over to her blue friend combing the wild rainbow mane. "She needs help. She finally passed out b-b-but I-I can't . . .can't stop the b-b-b-bleeding." Twilight looked to the ripped stretch on the Pegasus's back. The flesh and bone was gone only a jagged hole in her skin flowing blood through the layers of gauze that already covered it. "She needs help." Fluttershy cried weeping over her friend. Rainbow shook in her unstable slumber, trembling in what must have been pain, but she was at least unconscious so the worst of the pain she couldn't feel. Twilight was happy for that one saving grace.

"It's going to be ok Fluttershy. Luna's here, we'll get her some help soon." Twilight said placing a hoof on Fluttershy's shoulder. The mare didn't respond to the touch but instead was bent over Rainbow Dash whispering something to the unconscious Pegasus. Twilight looked away, it felt like she was intruding. She looked up to where Lloyd was lying, his body still limp his eyes still closed. When she couldn't bear the sight anymore she looked back to Princess Luna. _We just have to trust her._

. . .

Another bolt struck the shadows and this time they quivered from the impact. _Damn she's strong!_ Darkside cursed as he dashed aside evading another crescent shaped blast from the alicorn's horn. _I don't have the power to kill her. Not straight up._

His shadows parted giving him a direct view of the princess. She stood strong and regal, no signs of fatigue showing on her blue face. Darkside however was huffing, blood still dripping off his body from dozens of wounds, cuts, scarps, and his deformed wings he had earned in his battle.

Luna knew she would win, he was weak, she was strong, and he barely seemed able to block her attacks let alone fight back. His shadows were fading, each blast seemed to chip them away a little more, their once solid impenetrable form was wavering like smoke.

She was going to destroy him.

Then he started laughing.

Luna stepped back, the maniacal laughter taking her by surprise as the monster let his shadows fade from around him leaving his body exposed.

"You are . . . one tough bitch." He chuckled before laughing madly again.

Luna readied another bolt but didn't fire. Something about how he was acting, it was off, it felt like a trap. She watched the monster carefully as he stood back to his fully height.

"You are indeed a really strong one. You might even be stronger than the other one, your sister I mean." He said as he stretched his bloody and broken body. "It's a shame really, to see such power wasted."

Luna stood never letting her spell waver but something in his eyes drew the words from her mouth. "What do you mean?"

Darkside only smiled again. "I see you, a princess of so much power she can even rival me! And what has become of you?" He chanced a single step closer and Luna didn't attack so he tried another. "The princess of the night, so much power yet no one appreciates it. You live your life in your sisters shadow. Never will anyone think of you as her equal, you will always be the second sister. "

Luna stepped back as the monster neared her. He was scaring her somehow, not that she was afraid of him harming her, but it was. . . something else. At the same time what he said was true, she had felt like that before, that feeling of being the second to Celestia.

"You know I'm right, that's what you want right? You just want other ponies to understand you, to worship and respect you as they do your sister. I mean, they should. Your stronger, you're better, you bring the night, a glorious night. Why shouldn't you be the one in charge?" Darkside said, his voice reclaiming its lost suave edge as he stepped ever closer to Luna. They were only a few feet apart now, but Luna still held her magic to her horn.

"The great princess Luna, ruler of Equestria. I can see it dear, it's what you want, it's what you deserve." He whispered to her as the last few feet dwindled to inches.

Twilight had watched, for so long she watched and only now did she see it happening. _His power! _"Princess, don't listen to him! He's just trying to trick you!" Twilight screamed jumping towards the princess.

Darkside gave a single hiss and his shadow reared to life, spreading over him and Luna like a veil blocking out the loud unicorn. "That's better. Did you hear that? Another neigh sayer, she thinks you don't deserve the same respect as Celestia, but you do." Darkside resumed his smooth whisper now only an inch away from the princess. "You deserve it all Luna, and you should take it." The last two words he whispered delicately and quietly into her ear making her whole body shake from his warm breath.

He was right! She had done so much, more than any pony would ever know. She had suffered through so much and done all of this work. Her night was beautiful and divine and so many ponies simply ignored it. Did she not deserve the same respect as her sister? Did she not deserve to be royalty, to be divinity as her sister was? They held the same power, Celestia was not superior to her, if anything she was superior one! The stronger one, the one who brought the night! Night shall fill the world and then all ponies will know of my beauty, my power! It will be-

Eternal night.

She had done it before, she had brought everlasting night once before, but not her. Nightmare Moon. It had been in that form she had done this, she had done horrible things, the pain of the other ponies, their sadness, all the pain she had caused. She had done it all before and then she was saved from it, brought back to herself. She had realized her mistake before.

Nightmare moon.

Luna's eyes shot open and only then did she realize the truth, how close the stallion had come to her, that they were shrouded in his shadows and that he was smiling to her warming and affectingly. It made her sick. Her horn glowed as her eyes narrowed in fury at the monster who dared touch her. As her eyes narrowed his widened.

"Uh oh." His only words before the blast from Luna's horn struck him flinging him back through the air. The blast was more than simply from her horn, The blast came from her very core. The blue explosion erupted out throwing him around till the demon rolled over the ground.

Twilight stared in awe as the blue light faded reviling Luna, in all her glory, power shining from somewhere deeper than simply her horn.

"Silence!" She boomed. "You dare tempt me? I have committed my crimes and I have paid for them. I am not the jealous foal I was before. I have seen my evil and Nightmare moon rules me no more!" She declared stomping the ground as she spoke.

Darkside stumbled to his feet and looked at the proud alicorn. "Damn," he cursed. "Another one like Lloyd." He spat a glob of blood and stood to his full height again. "Ya know what? Fine. You wanna do this the hard way, we do this the hard way!"

Darkside roared and rose to his feet. The shadow leapt ahead sweeping over the ground at Luna's legs. Luna stomped one hoof and shadows shattered under a wave of blue that overwhelmed them. Darkside didn't relent and rushed the princess with his head bowed low. Luna's horn glowed like a lone star in the night, its radiant blue light erupted like a bomb streaking at the stallion. Darkside didn't relent, even as the bolt struck his shoulder, the smell of burning flesh in the air.

Luna furrowed her brow and her horn glowed bright as light enveloped Darkside himself lifting the stallion off the ground. The black monster growled and thrashed in the air before Luna hurled him aside slamming him into a wall. The wood shattered under his weight sending him into the home. Luna stood back taking another regal stance as she waited for her enemy.

"You are seriously pissing me off." The demon's dark voice hissed from the dark hole. Slowly, his hoof stepped from the broken home and stood in the square. He slowly twisted his neck as a sick crack like bones grating on each other came before he righted his mangled neck. "I swear when this is over, if I don't kill you by accident, I'm gonna make you watch me rip that sister of yours in half." He grinned his teeth smeared in blood. "Maybe have some fun with both of you before it's over."

"Enough!" She declared. "You have no power here monster!"

"indeed." He said shaking his head. "I'm exhausted, my magic burned, my power weak, even my body is damaged."

"So you yield?" Luna said though she was doubtful.

"Oh please." Darkside chuckled. "Ya know you all are a lot like humans. I myself hate humans, but there is one trait, one thing I have in common with them that is their most admirable trait." Darkside stood to his full height. "Tenacity. Humans will fight to bitter end and no matter how badly you beat them they won't stop. They will try any tactic, any trick to survive and to win." He placed a hoof to his chest. "I admire that and fully agree."

"So you intend to fight to the end?"

"I intend to show you how even though I'm weaker now, I'll still win. Everyone has a weakness, yours happens to be easy to see." Luna lowered her head but didn't make any other comment. What he was saying, it was unnerving her. "Did you really think that shadow you destroyed earlier was all I had?" His hoof rose to the air. "Let me show you your weak point."

Luna watched for some sign of an attack but it never came. The scream did.

"Ahhh!" All eyes but the gleeful red ones were drawn to the sound of a high pitched scream. From the dark ground sprang two black monsters. To glance they may have been shadow colts but these had longer limbs each ending in hooked talons. Their wings seemed limp and useless but sharper, and their once chilling grins were replaced with venomous snarls. Fluttershy screamed as they pounced over her before she could do any more than scream. The first one was on her, landing on her back and pinning her to the ground making the butter colored mare scream more as it ravaged her frail wings with its talons tearing blood and feathers into the air.

"Fluttershy!" Twilight yelled turning her glowing horn on the monster she tried to pull the monster off but it's talons dug deep to the bone electing more tortured screams from her friend. She couldn't pull it free as it continued to maul her friend's back and a second later she had to stop. The second monster leapt over its partner and barreled at Twilight making the unicorn scream herself, a panicked lightning bolt shooting out and striking the monster's face but the black demon simply collapsed around the bolt vanishing before reforming like smoke while the rest of it continued its mad dash seemingly unaffected.

Luna stared at the smaller mares being attacked and turned to help them only to realize her mistake. "There it is!" The demon's voice cackled from her side. Luna spun just in time to erupt a blast of power from her horn and strike the black stallion's chest sending him careening back. Luna spun back and held back her own scream.

Twilight screamed plenty for everyone as the black twisted shadow colt tackled her full speed and the two rolled over the ground, each tumble making its claws rake her flesh tearing fresh blood. Twilight screamed as the demon pinned her to the ground its claws digging deep into her shoulders. She tried to focus on her horn to push it away, to try anything but no sooner did her eyes close in focus than did she clench them in pain. The shadow had clamped its teeth tightly around neck. She could feel its teeth, unnaturally long and sharp piercing her neck. She gave one choked gasp as she felt the sharp bones graze her windpipe.

"Hang on Twilight!" Luna called. Her horn glowed in one mighty flash so bright it rivaled the sun. The shadows both paused trying to shield themselves from the blinding light but their momentary blindness gave Luna her chance. With a swell of power she gave one tug, tearing the colts away from the battered girls and lifting them in the air. She gave a vicious growl, lifting them high before slamming the two together so hard their forms blended together. Another orb of blue light consumed the pair of black colts. The orb erupted in a show of light like a massive firework and as the dust settled no trace of either shadow was left.

Luna looked down and trotted towards Twilight. "Twilight, are you alright?" She called. She could see the purple mare was hurt, blood leaking from several deep slashes over her shoulders and stomach and even the large open tear in her neck, but she was moving, rolling on her belly with a wince of pain to look back at her. But as Twilight opened her eyes they shot wide.

"Princess look out!" She screamed.

Luna stopped, only then becoming aware that there was something else near her. She turned her head, looking to her right before the visage of a grinning Darkside filled her vision. "Boo." He hissed and before she could even curse a strong hoof struck down across her face.

Luna twisted with the blow and tried to step back but Darkside was already on her again ramming his head forward to knock her back and before her head had stopped reeling from the blow the monster lunged up and clamped his teeth around her large neck, throwing the alicorn to the ground beneath him.

Twilight screamed but the pain in her whole body made her stop. Everything hurt, not even the least of which was her bleeding neck. Blood. Blood everywhere. She could fell the warm fluid wetting her coat, matting her mane. It was everywhere. That was bad. Ponies couldn't lose this much blood, could they? Hadn't she read how much blood was in a pony? It was . . . her mind raced, shot and failed.

_Stop Twilight!_ Some voice in her mind yelled. _Fluttershy! Help Fluttershy, then worry about what you can't remember. _

The purple unicorn obliged her mind and clenched her muscles to force herself to her feet. Her legs hurt too, both from being beaten and from the lack of blood in her body to sustain the act of walking. Twilight stumbled the distance between her and her friends and quickly fell next to Fluttershy. "Fluttershy," She said touching the mare gently.

The yellow Pegasus pulled tight to herself and Twilight couldn't help but cry. Her wings were ripped and torn, the muscle torn like bloody party streamers, her wings almost all gone and laying around her in a mess like someone had torn a Fluttershy colored pillow open. The Pegasus herself was curled tightly trying to hide the blood and cuts on her face. "It's ok Fluttershy." Twilight said trying to calm her friend rubbing her back but being careful of the damaged wings. "Just stay here. We'll get you some help." She slowly coaxed the mare to scoot closer to her other friends and laid her down.

Blood feathers pain death. She felt her chest tighten again, the breathing getting quick and short again. The world was swimming in red, her stomach turning with the ground.

_NO! Not now! Your friends need you!_

The voice, whatever it was brought her back. Not now, not like this. She shook her head, the red dripping away and the swirling world coming back into focus. When she saw the world again she realized she could hear it too, and the sound brought her mind back to what was going on behind her. "Luna!" She screamed turning around.

The princess of the night rolled over the ground as Darkside hurled her. He charged roaring and raising his hoofs to stomp her but Luna flashed her horn throwing him back. Darkside hit the ground and looked up as the blue alicorn stood to her full height if a bit unsteadily, but Darkside was up before she could get her breath, his whole body leaping up as she spread her wings trying to take flight.

Darkside fell on her, dragging her down and slamming them both into the ground. His hoof flew up smashing across her muzzle knocking her to the ground under him. The larger alicorn wrestled the princess to the ground and shoved one hind leg into her back while his forelegs quickly found their goal. Luna panicked and thrashed but as she tried to kick away, his hooves jerked sharply and her majestic wing snapped with a shattering of bone and a tortured scream.

"No more wings for you bitch!" He growled shoving her to the ground grabbing her head and slamming it back into the ground. Again he snapped down clamping her in his jaws and lifted her whole tiny body before slamming her into the dirt. Luna screamed again as he beat her into the earth. He released her, blood dripping from his teeth and gave her a final good kick to her side striking her wing in the process making the princess scream again.

"You may be stronger with that magic while I'm in this state, but I'm still physically superior to you." He leaned over and shoved her, rolling the princes on her back. Two tendrils snaked out and grabbed her legs holding them to the ground. "Remember though, I'm not gonna kill you yet. You can watch me take them all apart, right after I take the other wing." He cackled, blood and spit dripping from his teeth over Luna's crying face. "What? The princess gonna cry like her bitch sister?!"

Luna glared up looking deep in the stallions own venomous eyes before grunting and thrashing once. Her head shot up, her horn not glowing but striking straight up. Twilight watched in shocked disgust and Luna felt the touch with bile in her stomach as her horn drove deep into Darkside's right eye.

"Ahhhhhhh!" He screamed leaping back from Luna and thrashing on the ground. "Ahhh! You bitch! You fucking bitch! My mother fucking eye! I'll kill you worthless whore! I'll fucking tear out your heart!" Darkside squealed and screamed while he thrashed wildly on the ground both hooves clasped over his wounded eye. Even his black shadow flailed around him like a mad octopus. "All of you, I'll kill all of you! I'll fucking kill all of you worthless fucking whores!"

"Princess." Twilight said urgently from her side. Luna rolled weakly to Twilight and allowed the unicorn to carry her in with her magic and using her back to support the larger alicorn. Twilight ignored the raging demon and slowly carried Luna over to her friends. The moon princess couldn't even move her legs. Her broken wing hung limply over her side, deep bloody bites dripping some sick pus dot her neck and each of her legs were covered in blood clearly her own. Luna collapsed when Twilight could no longer carry her, Luna's flowing mane not as vibrant or majestic, its light fading with Luna's eyes. "I've got you princess, you're safe." Twilight said rubbing the injured neck.

"Safe?!" Twilight turned to see the black stallion back on his hoofs one fore hoof still covering his wounded eye. She watched in fear as he lowered the hoof but never saw his eye as the shadows seemed to cover it quickly in a series of quick strands of black. The shadow bandages wrapped over his eye leaving only one glowing orb to pierce her soul. "No one's safe, no one's going to live. You've pisssed me off! Now I'm just gonna kill all of you, and anyone you know!" He started cackling like it was a joke. In mid laugh he ran forward charging Twilight and the princess.

Twilight spun quickly, the world still turning as she tried to steady herself. Darkside leaped in the air strands of sharp shadow trailing behind him while he cackled like mad. The purple unicorn clenched her eyes tight, her horn glowing brightly as a light violet shield appeared around her. Darkside struck the glass like surface, the shield bending before bouncing back and throwing him away. Twilight quickly took several strained breaths before her horn glowed again and her shroud grew to cover not only her but all of her friends and Luna under a veil of purple light.

The black stallion was on his feet charging again and collided with the shield again, this time holding his head against the barrier. Twilight winced as the demon pressed against her shield but stood her ground. Her lips curled back in a growl as she pressed more power to the shield holding back the oppressive stallion glaring at her through the veil.

"Why are you even bothering?" He snapped as his shadow lashed out, black tendrils stabbing the shield around him. "Honestly, how long can you even keep this up?"

"Shut up!" She yelled. "I'm going to protect my friends!" Twilight closed her eyes ignoring the streams of sweat dripping off her brow.

"Protect? Protect what? Are you protecting the farmer who'll never walk again? Maybe the one winged bitch who can't fly? Maybe that dumb white whore, or that little pink freak? Or is it the yellow one my shadow's molested?" He chucked as he spoke. "Honestly, if you had any brains you would run now, save yourself, you can at least do that." The shadows stabbed the shield all over while Darkside pressed his head and the stub of his horn against the barrier. "Why are you even bothering, give up."

"No!" She yelled straining her horn to hold back the shield. "They're my friends and I'm going to protect them. No matter what you say! I-I love them. I owe them so much and I'm going to save them from you!" Twilight declared stomping her hoof in the dirt. "I've learned more about friendship in this past year then I thought there was to learn. Now when they need me, I'm not going to abandon them!" Her eyes fixed on his. "I'm going to protect them all because they're my friends, no matter what."

Darkside stared blankly for a moment after she spoke. "Cute. Naïve but cute." Darkside reared his head back once more and butt the shield with a roar. Twilight cried out as the bubble of purple rippled once and shattered like glass. Twilight fell to her haunches and looked up as the black alicorn loomed over her. "It's over dear. Your friends, your princess, your savior, all of them gone. I win." The shadows coiled around like anxious snakes waiting to be given the order to strike while Twilight looked up at the large alicorn.

Her mind went back, to a book she read ages ago when she was still in Canterlot. _Unicorns, Pegasus, earth ponies and Alicorns, a guide to all things ponies and their bodies,_ was the name. It had just been for an assignment on unicorns but she couldn't help but read it all. She remembered the unique traits to each pony race. Pegasus had lighter bones, hollow in their wings so they could fly well. Unicorns had weaker bodies than the other races, but their head and back bones were stronger for being able to ram with their horns or sustain the strain of magic. Earth ponies had naturally stockier builds with more muscle and denser bones.

And then there was Alicorns. They possessed traits of all the other races. Hollow wing bones, stronger back and head bones, firm muscles, all of the best traits, as well as one unique to them. A pressure point. Alicorns, for whatever reason had a single point, just below the base of their horn and above their eyes where their skull was weaker, not unnaturally so but it was a single anomaly among an other wise perfect being. Being struck in said spot was dangerous as with enough force an alicorn could be knocked unconscious, lose control of their magic or even die. Because of its position it was never really an issue for any natural accident but for Twilight it was right where it needed to be.

The pictures of the book came back and she visualized exactly where it would be just above his covered eye and below the stub of a white horn he still had. That spot, if she could hit it with all her magic she might be able to stop him. But he had stopped all other attacks in the past so she knew she had to wait. Wait until he struck first. In that one instant where he couldn't evade or block she would hit with all she had and that might stop him.

Might. _Even then Twilight, if you wait that long you can't stop his attack either. _

She knew that. It was a give and take. If she hit him, he would hit her. And she wasn't sure if she could take another hit, her vision was already blurry and her legs shaky from the blood loss. _For my friends, I'll pay that price. _She said with determination. The feeling chilled her and eased her pain. Maybe this is what it's like to be Applejack or Rainbow Dash? To be brave and devoted to your friends.

"I admire you girl." Darkside's voice brought her back. "Not running, but accepting this." He slowly raised a hoof the black shadows twisting around it to make it into a sharp blade. "I'll kill you first."

It scared her. Not the attack that was coming, not even pain but what she was doing. _I'm going to die._ She said to herself. It was strange how calm she was about it, death had always scared her, she never approached it, never thought about it, it just seemed like something that would never happen but now she had seen so much death and here she was about do something that was going to kill her. _I'm going to die, and its ok._ There was so much she had never done, so many things undone or unfinished. Never found love, never truly told Celestia how she felt. She was scared of what would happen. Would she vanish? Be reborn somewhere else? Would Celestia miss her? Would her friends? what about spike?

It was all for them. Her life for them. In her mind she smiled. _If I have to die, let it be for them._

Twilight watched the hoof start to move as her own power built in her horn, the spell ready. All her power on that one spot. The hoof came down.

_Now!_

A piece of paper flew past her face.

Both ponies froze in place with their eyes following the random piece of paper that had come between them. Then another flew by, this one grazing Darkside's muzzle, then another and another. Twilight looked to the sheets of paper, each one yellowed with age, soon there were more, dozens of them not just in the air but flying around them circling them. Their circle tightened and quickly began to tightly spin around the black stallion as more pages added to the whirlwind.

"No." He whispered. Darkside's red eye franticly jerked around and Twilight followed his gaze.

Just beyond them both was a grey colt, his mane burnt away, his tail only a few strands of black hair. A large hole was in his shoulder above his leg, the blood leaving a red trail along his leg that was placed firmly on a thick book with more pages magically tearing out and flying at the larger stallion.

"Bullshit. I killed you. You're dead!" Darkside slowly built up to a yell as more pieces of paper struck him.

Lloyd took several deep breaths before he finally spoke. His mouth opened but no sound came out then he closed his jaw shook his head and glared at Darkside. "Try harder next time. Now fuck off." He raised the bloodied hoof and slammed it on the book.

All the pages whirling through the air, their numbers in the hundred by now converged on Darkside with the pages striking him and clinging. Despite their size the dark monster screamed as though each were made of fire heated steel and they began pulling the monster closer to the book.

"NOooooooo!" He howled. "I'm not done! I have to kill them!" He screamed and thrashed as the pages pulled at him. The monster snapped his jaws at Twilight trying to catch the purple unicorn. But she pulled away. His shadow flashed out but even it could not escape the clutch of the books pages. Lloyd stood firm as a statue as the monster was slowly and loudly dragged to the book. The book itself glowed brightly tendrils of white light lashing out to snare the beast as it drew near.

"It's not over Lloyd! I'll see you soon! And when this over I'll come back and burn this world to ash!" Darkside screamed once more and then started laughing cackling madly as he was pulled over the book, the light opening like a giant jaw to devour him. The black stallion gave one last yell as the light swallowed him up and sucked him into the large book. All the pages flew back to the book recreating themselves before the book slammed closed of its own power. The dark red cover and the two figures sitting peacefully on the cover.

Lloyd breathed once more and pat the books cover. "Game over." He said before his eyes rolled back and he fell to his side.

** Ya what you should do now? leave a review, I mean it's right there, just a click some words, and wham! I am motivated. . . . . . . . please. **


	20. Chapter 20

Twilight couldn't remember where she was, not at first. But slowly it all came back to her. The dark, the night, Lloyd. The last thing she could remember was seeing Darkside be pulled into the book, Lloyd fell over and then she fell over. Some pony had been yelling, calling out to her, but she was too gone to remember who.

"I think Twi's coming to girls." A familiar southern voice came through the white haze.

"AJ?" She asked but her lips were dry and cracked. Her throat bit back as she tried to speak and her body snapped when she tried to move. Everything tensed and she felt a hiss of air escape through her teeth.

"Take it easy Sugarcube." Her voice came again. "Just take it easy."

Twilight took a few more breaths before trying again. She swallowed getting her throat wet and opened her eyes to the glaring light. The white light stung a little but it was a fine change from the dark of the night they had run through before. She was in a hospital, a very large hospital room in fact. The lights were on bright and when she turned her head she could see a rainbow of different colored pony heads looking at her, each face familiar and warming.

"Twilight!" A different voice came from her other side and Twilight turned just in time to have a tiny purple dragon collided with her chest and squeeze her neck in a hug. Twilight smiled, ignoring the dull ache of her legs and wrapped them around her number one assistant.

"Spike," She cooed hugging him tighter. "I'm ok. It's all ok." She soothed patting his fins. The little dragon shook in her grip and she could hear the sobbing but she never stopped patting him. Her head turned back to her friends, each of them set in their own hospital beds nest to her. Applejack was next to her, Rainbow Dash beyond her, then Fluttershy. On her right was Rarity and then Pinkie beyond her.

"You're all ok!" She said as she saw each of her friends smiling faces next to her. Each of them smiled from behind another except AJ and Rarity who grinned from either side of her. They were all awake and all looking to her but it didn't seem right. "How?" She started but couldn't go any farther. "How did we get here? Did . . . Darkside is he?"

"I think I can explain." Twilight turned and saw the glowing form of the white Alicorn standing at the door. The princess had her crown again and dressed in her golden breastplate her magical mane flowing behind her. The princess radiated glory and next to her, shining in her own way was Luna. The darker princess had regained her crown and regal standing but unlike her sister she still bore some marks of her battle. Her wing was wrapped in white bandages held out slightly to her side but the princess herself still smiled warmly.

"Princess!" Twilight cried at the sight of her mentor standing in the door. The princess walked into the room but Luna remained at the door. Twilight stirred in her bed but didn't move in fear of moving Spike. She held the dragon tightly and sat up straighter but the princess held a hoof to stop her squirming.

"Please Twilight rest. You have been through a lot. You all have." She said sweeping her eyes over the large room filled with ponies. The others all bowed their heads in reverence and exhaustion. "As I said I can explain what happened." Twilight settled back to listen intently to the princess.

"You see, I awoke not long after Luna herself had left. I was confused but Zecora and Spike quickly told me all that had happened. I knew I had to act, against the wishes of Zecora, so I left with Spike along with me."

"Spike?" Twilight questioned looking down at the dragon and he looked up enough to grin at her like he was in trouble.

"He was very worried and wanted to help." Celestia explained. Twilight smiled and nuzzled the little dragon making him blush. "So, I came to where I saw a huge blast of magic and arrived just in time to see that monster be sucked into the book. Unfortunately I also saw the state you and your friends were in." She paused to turn behind her. "As well as Luna."

"I told you sister, I am recovered." Luna said stomping her hoof stubbornly. Celestia shrugged and turned back ignoring her younger sister's fuming eyes.

"I did my best to help you all and quickly brought all of you to the hospital and raised the staff." Celestia said, but Luna giggled behind her.

"Raised the staff? Oh tell them sister, she raised the sun itself over their homes and demanded they wake." Luna laughed a little more, amused at her sister's actions as well as Celesta's very mild blush. "She scared them so badly I don't think they will sleep for days."

"Well, it was an emergency." Celestia said raising her head high to seem more dignified but it only made the blush more prevalent. "It has been a whole day since then and you did not wake until now. We were becoming worried."

"So everyone is ok?" She asked looking around. Applejack had her leg wrapped up in a cast and bits of white across her other legs and neck but somehow had retained her hat. Twilight could almost imagine the nurses trying to take it from her.

"I'll live Sugarcube. Can't be bucking anytime soon but I'll live." Applejack said with a grin.

Rarity had extra white wrapped around her side and belly but otherwise she seemed okay though her eyes drooped like she was tired and she didn't raise herself more than a little off the bed. Pinkie was . . . Pinkie. Through the entire story and even now she was sitting fully up on her bed. She still had some white dressing over her neck, legs and body along with a few stiches above her eye but she didn't stop smiling and even started bouncing in her bed electing a creak each time.

She turned her head back to Rainbow and Fluttershy behind Applejack and felt her happiness deflate a bit. The two were smiling but it was forced, Fluttershy still had bandages around her hooves but her wings are what drew Twilight's eyes. The yellow wings were wrapped up entirely in gauze and some other material she didn't know, like mesh. Each had a splint over them holding them rigid behind her. And then there was Rainbow.

In addition to the small strips of bandages and gauze over her face, legs and sides the blue Pegasus had a thick layer of gauze over her back, the flat skin where a wing had once been. Her other was tucked safely to her side while the missing appendage stuck out without any way to look it over. Twilight felt quiet tears well in her eyes and couldn't tear her eyes from Rainbow, the act didn't go unnoticed by the Pegasus who turned and looked at her flat back, her smile failing. "Rainbow . . ."

"Yeah I know." Rainbow Dash interrupted and rubbed a hoof over the spot where her wing had once been. "They . . . they couldn't do anything for it. It was too late." Fluttershy's hoof added to her own on the layer of gauze and Rainbow trembled once before looking up, another forced smile on her face. "I-I'll be ok. It's good that your back Twi."

Twilight sniffled to hold back crying, she didn't want to cry right after waking up but it was so wrong. She turned to her mentor. "Princess, isn't there anything you can do?"

The princess, for once turned her head down in shame. "I'm sorry Twilight but even the strongest unicorn magic can't help Rainbow Dash." Her head raised and faced the blue Pegasus. "I'm so sorry Rainbow Dash."

"Hey don't sweat it." Rainbow said, her voice a little shaky no matter how much she tried to hide it. "You already apologized, it's cool." The blue mare held a smile before she looked away.

The room became deafeningly quiet. The sound of dripping medicine and quiet breathing the only noise. Maybe it was thinking about Rainbow or something else but something hit Twilight making her jump.

"What about Lloyd?" She asked looking to the princess. She stared back with a blank look. "Lloyd, he was there with us! He was alive but he-he passed out, is he ok?"

Celestia turned and looked to Luna and then to twilight. "Yes, the colt who was there. He should be in the dungeons." Twilight gasped and opened her mouth to speak but the princess cut her off with a hoof. "but, Luna told me how he was fighting Darkside, so he is being cared for as well, however I still insisted he be given a separate room from you girls."

Twilight let out a sigh. At least he was alive and being cared for, he deserved that much, they owed him so much. Still her mind was filled with confusion, and so much grief. She pulled Spike closer to her and stifled back another cry as the silence again grew in the room just before it was viciously shattered.

The loud crash and following yells put every pony on edge, Celestia , remembering the last time yells had come from another door stood next to Luna at the door. More voices rose from the other side of the door, hospital staff, the guards stationed outside, just before the door flew open with a bang. Both guards were tangled with the assailant, who made most of them laugh or grimace at his shape. The Grey colt had gauze over his eye, legs, sides and most of him really. A mesh similar to Fluttershy's was layered over his backside covered in more bandages. Straps were laid over the hole in his shoulder and one of his legs had a brace set around it that didn't seem to impede his movement. His brown mane and tail were still gone, now even the black strands had been shaved off making him completely bald on his head and rump.

He was panting heavily but not struggling against the two Pegasus guards who held him back. "Please," He huffed, his voice was barley a whisper as he tried to catch his breath to finish his urgent plead. "Save me . . . from . . . my nurse." No one spoke for a moment but Pinkie Pie was the first to giggle and then start laughing slowly leading every pony in the room, save for the royal guards, to laugh as well. "Yeah I'm sure it's funny but she, oh no."

Lloyd spun his head around and ducked as a pink blur flew over him. The terrified colt's head popped up from behind the royal guards and looked into the mare's room. "Help me." He whimpered.

"You are so stubborn!" A firm female voice came from outside. Though none could see her they could all see Lloyd cringe. "You need to rest!"

"It's alright." Celestia said, stepping forward parting the guards and taking place between Lloyd and the nurse. "I believe he will be perfectly safe in my care."

"Of course princess." The nurse passed in front of the door again nodding her head to the princess before glaring at Lloyd and walking on. The princess nodded to the guards who allowed Lloyd through. The colt shook at the nurse's cold stare and settled in the room before Celestia closed the door again.

"That nurse is freakin crazy." He groaned shaking his head. He looked up and was transfixed by the stunned, relived and shocked faces of all the young mares in the room. "Hiya girls, how you doing?"

"Better now, but not thanks to you." Lloyd looked around to the white princess who spoke. Celesta's eyes were narrowed down on the smaller pony.

"Ah, the other princess. Still pissed at me?" He asked cocking his head.

Celestia glared down on the colt. There was silence as she loomed over him before sighing heavily and stepping back from her looming position she didn't realize she had taken. "I understand now what you have done." She began. "Luna has helped me, and I no longer blame you for what happened. Not entirely." She added narrowing her eyes again.

Lloyd shrugged and winced a little. "Well, I guess that's the best I can get." He turned back to all the girls. "Good to see the last of you is awake." He nodded his head to Twilight.

"Yeah, it's good to see you . . . alive." Twilight said her weak smile collapsing after the last word. "I thought . . . I mean you were . . . you . . ."

"How the hay are you alive?" Rainbow Dash snapped out from her side of the room getting agreeing nods from the other ponies.

"And what about Darkside?" Luna said from behind them all. "Is he gone?"

Lloyd hung his head low. "I suppose I owe you all an explanation. A full explanation." He sighed.

"First, yes Darkside is gone, he won't be coming back. As far as I've seen he can't traverse the boundaries between worlds, not without me throwing him. He may not be dead or beaten for good but he can't come back, you're safe from him." Luna noticeably eased and Celestia put a supportive wing over her.

"Now about me," He bowed his head lower eyeing the cheap tile under his hooves. "That's complicated. You saw me die, and that was the second time it has happened." Twilight gaped, Rarity and Pinkie gasped, Fluttershy, Rainbow and Applejack all dropped their jaws. "The first time was in my world. After Alyssa died I was broken and Darkside killed me." He looked up to each of their faces but they were transfixed in his story. "I came back. I thought at the time I had just regenerated, that I hadn't really died but now I know I was wrong. I guess I knew back then but it was too crazy to admit. I can't die. I know he killed me this time but I came back, I . . . just came back. He did the same thing, I killed him in Gimel, I destroyed him but he came back, just like I did." He raised his head, his features taunt in focus. "As soon as I came to I tore myself free of the spear and grabbed the book he had dropped when you girls hit him. With that I could beat him." He moved his hoofs and only then did Twilight see the large red book set on the ground before him as he traced it carefully with his hoof.

"Dear," Rarity said, the first to speak.

"You . . . you've died before?" Pinkie asked quietly from her corner.

Lloyd nodded silently. "This makes twice."

"But . . . what does that even mean? Is it even possible?" Twilight spoke up.

Lloyd only shrugged. "I guess it is."

"Who's Alyssa?" Every pony stopped and turned when Fluttershy's quiet voice broke through theirs. "I mean it's just, you got mad when he mentioned her, and you said she died, and uh. . ." The Pegasus buried her head and mumbled some kind of apology.

"It's fine." Lloyd nodded smiling at how meek she was. "Like I said you all deserve to know everything." He took another sigh and twitch all his facial muscles like he was trying to think of what to say. "She . . . she was my friend, one of my best friends and she's also the one who helped me write this book." He tapped the red bound book in front of him.

"I thought you wrote it?" Twilight asked.

"I did. Most of it. I wrote Darkside and most of the plot but she . . . she helped me. Always was there for me to bounce ideas off of, give suggestions, inspire ideas. She helped me make the hero of the book, and helped me a lot."

"What happened to her?" Pinkie asked looking more sullen than the pink pony ever should.

"She died." He said looking down. "Darkside got to her and made her depressed. He used his power to convince her I hated her and that I was to blame for all that was happening and maybe I was but," he stopped for a second and took another deep breath trying to steady his voice. "She killed herself. Took her own life and he made sure I found her." His head fell again with his voice. "That was when he killed me the first time. He came to where she was and when he saw I had given up fighting he put a sword through my heart."

"That's horrible." Twilight whispered hugging spike to her as if she were afraid he would be torn away from her.

"Yeah." He said with an empty voice. "But after I came back that time, I had a new outlook, new ideas. I vowed then that no matter what I wouldn't let him go like that. I would stop him." He raised his head and they could all see the new strength in his eyes. "That's when I managed to beat his power. He couldn't control me after that."

It became quiet again but Lloyd didn't seem to mind as he looked over each pony with him same indifferent expression

"May I ask you something?" Rarity asked quietly but in the peace of the room earning every pony's full attention. "Well when you fought that brute you changed and I was wondering what . . . that, was exactly?" She hesitated over her words but did force the question out.

"That's part of me that got left behind." Lloyd stated blankly. All the mares in the room turned their heads in confusion. "It warrants another explanation about something I wasn't completely truthful about." He sat down this time still tracing the design on the cover of his book. "You see, when I said I created Darkside I was half lying to you. I did create him as character in a book but that's not how he came to be what he is now."

He bowed his head and continued to stare at his book, not looking up to anyone. "In my world I had powers. Magic. And in my world that's not normal so I hid it away. I liked my power, it made me feel good, special, let me do things I could never have done and it helped my writing, but it came at a price." He shifted on the floor but no one interrupted him. "My whole life I was plagued by evil nightmares, horrible thoughts and compulsions to do . . . terrible things. Murder, torture, other things I'd rather not even say." He shuddered on the ground.

"One day I almost killed someone because these thoughts were getting stronger. I thought I was losing my mind so I tried to fix it. I used my magic to take hold of all the evil in me, all the bad thoughts I could find, and tried to force them out. I forced them all out but they had to go somewhere. They went to the book. It worked and for the first time in years I was happy and safe." His face fell onto the book. "But I didn't realize what I had done. All that evil, it didn't just go away, it came together, fed off anything it could reach, and It grew until Darkside came to be." He finally looked up. "Darkside isn't just something I made, he's a part of me. All my evil given physical form and more power than anyone should ever have."

"My change during the fight, its what's left of my own evil, the part I've accepted. It's hard to control but it makes me stronger. So I only use it when I know I can keep from losing control of that power."

The room was silent in the wake of his story, breathing the only consistent sound in the room.

Celestia looked over them all before her head settled on the colt. "You seem to have seen much pain, even before our world."

"I have. It doesn't lessen what I did here though." He sulked.

"No, it doesn't." Celestia's voice quivered with barley contained anger. "You brought your fight to our world and cost many of my subjects their lives and my little ponies . . ." he voice wavered as she looked away from everyone else huffing into the wall. "You have cost us so much."

Lloyd held his tongue till Celestia was truly done. leave. "I know. I've done worse." He looked back, his eyes catching Twilight's. "Sorry doesn't even begin to cover it."

Celestia took one step, her hoof making a clear audible clop on the floor as she stepped over the small colt. His gaze never faltered until she gently pat his bald head. "I am sorry. For all you have been through, it must have been a hard life." Celestia gently released the younger one's head who righted when freed.

"There's no use crying over me, I'll go on, it's what I do." He turned his head to Rainbow and took the steps needed to put him next to her bed. "But first, I promised you, Rainbow, when this was over I would take any punishment you wanted. Sadly I have to go back on that promise. I'll still accept whatever you want to give me but make it quick, I have a demon to hunt."

Rainbow looked at Lloyd, her large eyes taking in every inch of the colt. Slowly and clearly in pain she sat up, Fluttershy helping her up even when Rainbow tried to pull away she kept helping her touch like that of a ghost. After a few squeaking seconds the rainbow mare was face to face with Lloyd. The colt continued to hold his trademark indifferent expression. Rainbow huffed once and raised her hoof making everyone in the room suck in an anxious breath but the hoof never fell. She held it back poised to strike for several seconds before letting it fall with a tiny tap on his head. The colt winced as his burned skin was scrapped but made no other sign of discomfort.

"You're a rotten monster." Rainbow mumbled. "But you're not so bad. I'll give you a pass this once." She said as Fluttershy helped ease her back.

"Thanks." He nodded.

"So you're going?" Twilight asked with a whimper in her voice she didn't intend.

"Indeed I am." He said hopping down from Rainbow's bed and walking back to his book. "But before I go I have one last thing to do." He picked the book up and walked in between Applejack's and Rainbow's bed. He set the heavy book down with a tiny thud on the table and turned back to Rainbow. "Rainbow," He began. "Would you like your wing back?"

The large red eyes were only slightly wider than the all the others in the room. "B-b-b-b-b-bhhh—what?" Dash stumbled out.

"That's impossible." Celestia said shaking her head and blinking her eyes to try and regain her senses. "Not even our greatest magic can restore a Pegasus's wing."

"Maybe not your magic but me," Lloyd tapped his book. "I have a different rulebook."

"Can ya'll really do that?" Applejack asked with an insistent hoof on his back.

Lloyd turned and Twilight caught that rare honest grin. "It won't be the first time I've had to regrow a wing. I know I can do it." He turned back to Rainbow. "But I didn't hear an answer."

"Yesyesyesyesyes!" Rainbow's mouth moved like blur as she tried to talk, her head bouncing like an out of control spring.

Lloyd grinned wider. "Good."

"What about Applejack and Fluttershy?" Rarity chimed in from behind them all trying to sit higher on her pillows. "Surly you can help them as well."

"Shoot sugar, I'll be alright, just got give me time and I'll be right as rain." Applejack said nodding her head and rubbing her cast covered leg.

"I-I don't want to bother anyone. I'll be fine." Fluttershy hid behind Rainbow a little as she spoke.

"In truth, anything that can heal over time I'd rather not worry about. I'm already taking a chance for this, but I feel like I owe you all something." He turned back to rainbow. "Ready?"

"I uh I guess." She said shifting in her bed.

"I have to tell you, it's going to hurt. It's going to hurt a lot." His voice had lowered like it had before, serious filed with warning. "I promise I can help but once I start I can't stop. We have to go through with it no matter how much it hurts, ok?"

Rainbow furrowed her brows and nodded firmly. "I can take it." She said but her hoof still wrapped around Fluttershy's tightly.

"Ok." He looked back to Celestia and Luna. "Uh, can one of you soundproof the room?" The two alicorns gave him quizzical looks. "She's going to scream and I don't want have to explain this to everyone in the hospital."

"Is it really going to hurt that bad?" Fluttershy asked. The others seemed to share her concern.

"It is. It's going to be worse than anything else you've ever felt, worse than when you lost the wing." He laid a hoof on Rainbow's side. "But I promise, I'm going to help you. Now roll over on your belly."

"I still don't like you, but I'll trust you." She said nodding her head and obeying. Fluttershy helped flip her over so the Pegasus's back was laid up, the good wing tucked tight.

Applejack slowly leaned her head close to the colt's ear. "If you hurt her more, I'll crush yer head." She whispered into her ear making the colt swallow some fear. He had seen her crack Darkside's jaw with a kick. It seemed a good idea to avoid this pony's backside.

"Ok, can someone else help hold her down this might get, bad." He said as he opened the book on the bed placing one hoof on it and the other on rainbow's side. Celestia waved her horn shrouding the room in a dull glow as Luna stepped to the foot of the bed her magic holding Rainbow's legs to the table. Fluttershy never left her. The others would only look from their beds as Lloyd readied himself.

"Ready?" Lloyd asked. Rainbow didn't say anything but nodded clamping her eyes shut. Lloyd took a breath, said a prayer to whatever god might listen and started.

His body glowed again, the dim golden glow from his core growing out over his hoof. The light spread the veil of gold covering Rainbow as she winced and held her eyes closed. It drifted over her body exploring it. The gold finally grew in focus strands of brighter light snaking towards her back, twirling around her wing till they settled on the patch of gauze. Each tendril of gold turned in place till they were all poised around the gauze. Lloyd took his last breath and the tendrils plunged down.

Rainbow's whole body jerked on the bed, lips curling back to bare her teeth. The light got brighter as the tendrils drilled deeper into her. Rainbow's breaths became tense and quick as her body writhed on the bed. Lloyd's eyes were closed as the light danced over the rainbow mare. Twilight couldn't decide who to look at, Rainbow's writhing face, Lloyd's calm impassive mask, or Fluttershy stroking her friend's leg shushing her sweetly.

Something changed as the light's hue darkened. Rainbow gave a restrained yelp and her whole back arched as she tried to pull away deeper into the bed. Fluttershy kept petting her head lying in front of her. "It's okay Dash. You're okay." She cooed.

Suddenly Rainbow screamed. Loud and screeching in the room making everyone but Lloyd jump. She immediately tried to reign it in, biting her teeth against the pain. Her legs shook and she threw herself against the magical binds trying to wrench herself free. The scream didn't stay contained long before another erupted from her, this time with the corners of her eyes watering. Another scream and another convulsion as the light dimmed getting darker.

Fluttershy tried to soothe the pained Pegasus but in seconds the need for soundproofing the room was apparent. Rainbow's screams became a constant torrent of howls and wails in the tiny room. Celestia turned her head away as Rainbow's voiced cracked under the constant strain, her broken yells echoing off the walls.

"Ye can do it Rainbow." Applejack cheered.

"C'mon Dashie, your almost through." Pinkie called from her bed.

Lloyd moved his hoof up placing the grey edge on the layer of gauze bulging with light. Rainbow's screams cracked and fell to weak whimpers as her eyes shot open for only a second before clumping shut again. Her breath came in rapid frantic pants her teeth bared, hissing between them. Fluttershy never stopped stroking rainbow's head, never stopped whispering into her marefriend's ear as Rainbow trembled in pain.

Twilight watched, only watched in awe and shock as the gauze on Rainbow's back peeled away reveling the torn ripped bloody hole that once held her wing. She watched the light change to white and the strands of light took form growing from her back. The phantom image of bone took form, spreading out from Rainbow's back and morphing into the skeleton of a wing. The next wave of light pulsed from Rainbow's body, slowly covering her wing leaving the translucent layer of muscle covering the skeleton, dotted with the bright trails of nerves. Another pulse of light and the muscle became solid and firm, real.

The light changed, a dull blue now as another wave slowly crawled over Rainbow. The wave flooded over Rainbow's wing leaving it's trail of pink flesh covering the maze of muscle. The next pulse was faster sweeping over wing, the pink flesh turning blue. The pulses began faster and faster each one gradually turning the flesh blue leaving a trail of small feathers along the wing till the final pulse washed over her and the last full feathers fanned into existence.

Rainbow no longer whinnied or screamed , her body was drenched in sweat laying weak against the bead, her head rolled to the side in Flutterhy's hooves taking long slow breaths as the last of the waves of light washed over her before all the light faded. Lloyd sighed and immediately fell over smacking his head on the table before hitting the ground.

Luna was there with him aiding the weak colt back to Rainbow's bedside. Fresh blood was leaving his head where stitches and bandages had been ripped loose leaving a bloody trails over his face he seemed oblivious to. "Rainbow," he said breathlessly. "Cmon, don't go to sleep listen, you have to move your wing." He said shaking the Pegasus's head. "C'mon Rainbow move your wing."

Rainbow's eyes never opened, she never spoke but everyone's eyes were glued as the wing that had grown in last few minutes, slowly raised, its feathers fanning out and giving one meager flap before falling to her side again.

"That'll do pig." Lloyd sighed with a smile. The grey colt fell back to the floor but waved off a concerned Luna. "Give me a minute, I'll be fine." He assured as his eyes closed.

Fluttershy cried into her sleeping friend's mane getting it and her bed wet while Pinkie bounced off the floor walls and ceiling. Rarity smiled politely from her bed and Applejack just gave her tomcolt friend a polite pat on the back, being careful of her new wing. Twilight wiped her own eyes and hugged Spike again. "Is she going to be okay?"

Lloyd managed to lean on the wall slowly opening his eyes but kept them on the floor. "She'll be fine. Growing back bone, muscle and flesh takes a lot out of you. Just let her rest." Lloyd let his head fall breathing hard again. He shook his head and righted himself on his legs with a groan. "As much as I'm sure she wants to hit me, I'm afraid I have to go."

"What?" Twilight asked as Celestia did the same.

Lloyd closed his book with a resounding thud. "I can't stay any longer, I've already stayed here too long. I have to go after him."

"Are you sure?" Twilight asked letting Spike settle in her lap. Why was she so bothered by this? She knew it was coming all along after all.

"I have to go after him. He's still alive, I know." He laid the book down before him and flipped it open to some seemingly random page. "I'm sorry, but at least you're safe from him now."

"Will you ever come back?" Twilight asked.

Lloyd looked up to the ceiling pondering before looking at Twilight smirking ever so slightly. "Maybe, once Darkside is dead I've made a lot of promise to return to the worlds where I've been. Equestria will just be another place I have to come back to, as long as I get some of those great apples again."

"Can do." Applejack saluted from her bed.

"Oh come here mud head!" Pinkie cried jumping and pounding Lloyd down in a hug so fierce his eyes bulged from his head. Pinkie was bawling streams of tears into the air. Lloyd struggled to, everyone's amusement to remove a crying Pinkie from his body before she finally resigned at the promise of throwing him a party when he came back.

Rarity dotted her eyes before she spoke. "It has been, an adventure Lloyd. Perhaps when you come back when can have a more quiet time?"

Lloyd turned did his best attempt at a bow. "It would be my pleasure, Rarity."

Fluttershy gently laid Rainbow's head down before slowly hoping down and walking to face Lloyd. The shy Pegasus shocked everyone by simply holding the colts waiting eyes before they were all shocked to gasps as she struck her hoof across his head sharply. "That's for all the bad you brought," She said sternly before wrapping him in her hooves gently and kissing the spot she had just struck. "And that's for helping Rainbow. Thank you, for all you did, for all of us." She smiling and stepping back hiding behind her pink mane.

Lloyd stepped back and rubbed his sore head hiding his blush behind his leg. He opened his mouth but was cut off as the blue pile of feathers and fur stirred turning her head to face them. Rainbow's eyes were half lidded and it seemed a miracle she was even awake. "When you get back," She said, her voice slurred and quiet. "I'm gonna beat your ass." Were rainbow's final words before she sank to the bed again and fell silent.

"I guess that's a good thing, in her own way, I hope." Lloyd gulped as he turned to the alicorns in the room. "To you, I am sorry and I can only wish you the best."

Luna was the first to act stepping forward and tapping her horn gently to Lloyd's head. There was a faint and tiny flash of light like a spark in the coals of a fire. "You, Lloyd the writer, you are a true citizen of Equestria. You will always be welcome in our lands." Luna said stepping back. Lloyd grinned and lowered himself to as much of a bow as his body would allow.

"Thank you Luna. Stay strong." Then Celestia stepped up.

"You are always welcome here Lloyd. I thank you for all you did." The princess lowered her hoof and brushed the colt's head. "Please, remember all you have learned here. I feel you could have learned much from Twilight and all she has learned of the magic of friendship."

"I know there is." Lloyd said as the princess stepped back. "One day I think I'll learn." He placed his hoof on the book, and like a gate was opened light poured up and spread over him blowing his fur in a force that blew from its pages. Tendrils of white snaked out to envelop him.

"One last thing," He called as the light took hold. His head turned to twilight. "When I'm gone, the book will remain here, can I trust a librarian to care for it till I come back?" He asked with a smile.

Twilight stumbled over her words as she saw the light take the colt in its grip. "O-of course. Of course I will!" She called over the roar of the wind blowing from the book.

She saw him smile once more a tiny wink of his eye before the light was blinding. When she could force herself to look again Lloyd was gone, his eyes like an imprinted image in her mind.


	21. Epilogue

**Sometime later**

"Fluttershy!" Rainbow called as she landed just outside the door. She knocked once before punching the door open and letting herself in. The mentioned Pegasus was standing at the top of the stairs looking down when Rainbow burst in. "Hey, you ready yet?" Dash asked shaking her wings in excitement.

"Almost Rainbow. Can uh can you wait just a second if you don't mind?" Fluttershy asked shrinking a little but Rainbow's laugh made her perk up a bit.

"Shy its fine. Do whatever." Rainbow said jumping and plopping on the couch, though the action made her wince.

Fluttershy smiled and slowly trotted down the stairs with a bowl of feed in her mouth. Rainbow couldn't stop herself from glancing over at Fluttershy. The yellow Pegasus's wings were still weak, the doctors had told them when they left but they were better now than they were before. Rainbow remembered the way she could almost see the bone in shy's wings that day in the hospital, ripped apart so bad even Rainbow had cried at the sight. Now they were looking better, the feathers already growing back, of course they were little more than fuzz like on a baby chick but they were coming back, she had even managed to fly again! A slow unsteady glide through her home than ended with a crash on the couch but it was something.

Fluttershy poured the feed from one birdhouse to another humming to herself as she worked. In a few minutes she set the bag down and walked to her saddle bags slinging them over her back before turning to Rainbow Dash and giggling. "Are you ready Dash?"

Rainbow jumped with a snort and rolled off the couch from where she had started to nod off. "Uh yeah yeah, uh yeah let's uh let's go." Rainbow said shaking her head to clear it and leading the way out of the door. "So where to first ya think?" she asked when they were outside.

"I guess we'll see Applejack first, then we can head into town with her, if you want?" Fluttershy suggested but didn't shrink back as she did.

"Sure, to Sweet apple acres!" Dash declared her wings flapped out but she didn't take flight, instead falling next to Fluttershy on the trail.

"Aren't you going to fly?" Fluttershy asked tilting her head and was a little surprised when Rainbow shook her head.

"Na, I think I can stand walking for once," She leaned and bumped Fluttershy slightly. "If I got the right company." She smirked making the yellow Pegasus turn as pink as her mane.

. . .

"I miss em." Applebloom said as she laid the flower before the marble stone.

"Yeah, I do too Sugarcube." Applejack said, patting the filly's back. She couldn't help but let her eyes graze the tombstone again. _Big Macintosh, Brother, son, so much more._ She couldn't remember who had come up with it, maybe it was Twilight, but it sure sounded right.

"I just, I can't think of what we're going do without em." Applebloom cried trying to suck back her tears.

"Now honey he aint gone." She soothed as she pulled Applebloom to her. "See, he's buried right here, he's gonna always be part of the grove from now on. Big mac always was a hard worker, now he'll always be part of the fields, help us out in his own way." Applejack tried to keep her voice level but she could feel her own sadness welling up. Somehow the story made her feel better though, somehow.

"Yeah, he is." The olive filly said wiping her eyes. "It's gonna be hard aint it?"

Applejack nodded, "but we're apples, we'll make it through it."

The sisters stayed quiet honoring their brother with the same silence he was known for and always enjoyed. On the hill of the apple orchard covered in one of their largest trees sat a single polished rock, and a memory.

They heard the slow hoof steps before any pony spoke. "Here to see Big Mac again?" Rainbow's voice lacked its usual bravado but still had a hint of a smile to it.

"Yeah, I wanted to see him again before we left." Applejack said barley trusting her voice before she turned to face her two Pegasus friends. Rainbow held a forced smile trying to be sympathetic, she wasn't very good at it. Fluttershy's eyes were glued behind her to Big Mac's tombstone till they got wet and she turned away. "Guess we lost track of time. Time to go aint it?" Applejack said looking to the sun to see it starting its descent.

"Yeah, we need to get going, if uh you're done." Rainbow said turning her head away. She was really bad at this.

"Sure, c'mon Applebloom, let's get crackin." Applejack smiled adjusting her hat and walked towards her friends, her back leg dragging in the dirt. The leg still had the white cast holding it stiff and the trace of a splint along the side to act as crutch since AJ had refused a wheelchair and had absolutely refused staying in the hospital to recover, the cast and brace were a compromise. Rainbow may not have enjoyed hospitals but Applejack seemed allergic to them.

"We're going to see Scootaloo and Sweetie Belle too right?" Applebloom asked bouncing in front of the other mares. Her mood changed quickly when her friends came into the picture.

"Sure are, to Rarity's?" Applejack asked casting a glance at the couple walking with them which received a unanimous nod and the group walked, serenaded by Applebloom's never ending chattering, the sound drowning out memories.

. . .

Rarity hummed happily to herself as she threaded the final stich and looped her line off, bringing the strip of velvet firmly in place on the edge of the dress.

"All done sis?" Sweetie Belle asked appearing next to her sister.

"Yes! That's the last order for the week." She smiled lifting the dress over and laying it with the rest of her completed work. The white unicorn turned back to her little sister. "Care to help me clean up?"

"Sure!" Sweetie Belle exclaimed bouncing in place. The eager filly began darting to and fro snatching up strips of cut or used cloth and piling them away with surprising speed. Rarity watched and smiled grabbing her pins, designs and some of her tools in her magic while her sister ran about in practiced frenzy.

"Are you sure you don't want me to help?" Cheerilee asked standing from her chair only to be waved away by Rarity.

"Never dear. You're already going to be looking after the girls for us, I can't ask anything more of you. Besides, it's nice to get some help from my sister." Rarity said patting Sweetie belle as she balanced a sizable stack of cloth. The white filly nodded and mumbled something through teeth filled with more fabric.

"How can you carry all that Sweetie Belle?" A tiny blond unicorn asked while poking her head into Sweetie Belle's stack as it was dropped.

"Tons of practice with my big sis, Dinky." Sweetie Belle proclaimed proudly. "Rarity's been showing me how to be less err well clumsy." The white unicorn blushed a bit.

Dinky smiled and turned back to her friend. "Nothing wrong with being a little clumsy." The two girls fell into a laughing fit while the older mares settled next to each other.

"She's doing well?" Rarity asked quietly to the schoolteacher.

The fushia mare nodded slowly. "She still has nightmares, still mourns now and then, but not as bad as before. She is doing a lot better now that she has Sweetie Belle and the others to take her mind off of it." The older mare smiled as the two unicorns began trying to lift larger sets of fabrics with their magic. "It's horrible what happened but I hope she can come out of it."

"Me too." The door echoed suddenly with several loud knocks. "That must be Applejack." Rarity said standing up and walking to the door opening the fancy door with her magic. Though Applejack did not head up the team of ponies she was present behind Rainbow Dash and flanked by Applebloom and Fluttershy.

"Rainbow Dash, Fluttershy! I didn't know you two would be coming over." Rarity smiled and embraced her friends one at a time. Applebloom said her quick hello and rushed to join the other fillies making the older mares giggle themselves.

"So Rarity, how ya'll feeling?" Applejack asked as they all stepped outside with the foals in tow.

"Oh you know, better than yesterday not as good as tomorrow." She said waving her hoof about. "I've been fine for a while, don't even need the bandages anymore." She turned to show her side, the two small holes where her fur had only recently regrew were visible but not noticeable to anything less than a discerning eye.

"You are looking better." Fluttershy whimpered.

Applejack opened her mouth to speak but stopped when another sound filled the air. A distant buzz that grew into a droning whirr. "What the hay?" She asked as she turned her head to the sound. The other mares all turned just in time to see a tiny orange dot spinning and turning in the air before flying high like a rocket and shooting down equally as fast right at them, the sound growing louder as it approached.

"LooklooklooklookahhhhhhhhhAAHHHH!" the filly's scream echoed through Ponyville as she shot down and crashed hard as a cannon ball into the earth, throwing bits of dirt in the air. All of them stared in shock except Rainbow Dash, who laughed heartily.

"Scootaloo! Are ya ok? RD quiet laughing it aint funny!" Applejack said trying to shuffle over to the crash site but Rainbow Dash waved her off and gently hovering over the destroyed dirt.

"Relax AJ. This is nothing. Last week she left a crater twice this size at my house, now that worried me a bit." Rainbow landed where a set of orange limps were flailing from the ground, a pink tail swishing in the air frantically. Rainbow snagged one leg and with a single tug and pop Scootaloo's head appeared to the air.

"Rainbow Dash! Did ya see? I was flying!" The tiny Pegasus squealed, her wings beating like a humming bird.

"Yeah I saw you scoots. May need to work on those landings though." Rainbow released the filly letting her fall to the ground and picked herself up.

"Yeah yeah but I am way faster than I was before, and I can fly all on my own now." Scootaloo closed her eyes and her wings started beating again like a mad hummingbird making a dull hum noise. The tiny filly floated off the ground rising level with Rainbow's multicolored mane and looking her idol in the eyes. "See? It's so cool!" The little filly started to shoot away but Rainbow lifted into the air and blocked her off guiding the filly back down.

"Take it easy scoots. I know you're excited but you gotta take it easy starting off. Try staying low and slow till you can control yourself better, then maybe you can try going faster, alright?" She ruffled the little foal's mane and set her down. "Trust me, crashing a thousand times, it gets real boring after a while."

"Alright Rainbow Dash." The filly moped but still accepted the hug and shove from her idol sending her over to her friends.

"She's doing better." Fluttershy said When Rainbow joined them again.

"Yup, she'll be young fliers completion material in no time." Rainbow gloated and smiled over at the fillies playing. "Well uh we better get going."

"Right, thank you again Miss Cheerliee for watching them for us." Rarity thanked as they stared away.

"Right. Thanks a bunch miss Cheerilee! We owe ya'll some cider!" Applejack waved as they left. The fushia mare waved back till the group blended into the town onto their next goal.

. . .

"Ohmygosh you're all here!" Pinkie screamed and jumped out of the door, bouncing across each of her friends in the waiting room. "Almost the whole gang is here, except Twilight but we're gonna go get her right? Cause then we can have a super party and we can all have so much fun!" Pinkie ranted bouncing around.

As Pinkie's bounce wore down an older mare stepped in from behind the door she had exploded through. The older maroon mare smiled at Pinkie's ecstatic manners until the party pony came back to settle in front of her. "He he sorry, got a little carried away. Did we need anything else Miss Frayed?"

Miss Frayed smiled and shook her head. "Not at all Pinkie. We made a lot of progress today, go on and enjoy the day, be with your friends. Same time next week?" The question was more of command but Pinkie nodded and saluted to the older mare as she retired out the door with her friends.

"So Pinks how uh how is the, how is stuff?" Rainbow stuttered over the words.

"Oh stuff is great! Miss frayed is so cool. She's super sweet and kind and she can just listen like I know every pony can listen but she can just sit there and listen and when she listens it's like she's really listening not like you guys but she just hears things more than what you're saying. She's like a super listener!" Pinkie's tone never dropped or slowed below a frantic parade of syllables.

"Yeah how's the therapy going Pinkie?" Rarity asked quietly.

Pinkie didn't bounce but her smile never faltered. "Great. Miss Frayed says I'm doing really good and I feel really good." The pink pony's eyes looked away from her friends and her legs slowed slightly. "I know there's a lot of bad in me, and I'm scared but Miss Frayed said that's ok cause I know it's there so I can fight it." Pinkie's feet slowed to a stop. "I can make sure I don't hurt any pony ever again."

They all stopped and looked at their friend. Pinkie's head was hung low and her eyes cast down. Her whole body trembled once but she didn't cry. Applejack was first to wrap her friend in a hug, followed by Rarity and Fluttershy and finally Rainbow Dash till all the mares were wrapped with their friend. "Now sugaercube, you aint gotta worry. You're gonna beat this thing, and we're all gonna help ya."

"Yes, you don't have to face it alone, you have all of us." Rarity added.

"I believe in you Pinkie. You're too nice to be mean." Fluttershy smiled and nuzzled her friend.

"You always got me pinks. You can beat anything, you're not bad, I know you're not." Rainbow said squeezing Pinkie tightly in her grip. Pinkie smiled and pulled her friends back to her.

"Thank you girls." She whispered and hugged them all tightly. "But come on, this is not day to be a frowny pants." She released her friends and smiled again. A true Pinkie smile. "Let's go get Twilight and have a party!" Pinkie bounced in the air and stared pulling her friends along towards the library.

. . .

Twilight ran her hoof over the yellowed page before turning it gently with her magic. Her eyes swept over the page taking in every word at her usual speedy pace. A smile tinged her lips as she read over the page, the words electing the same electric sensation reading always gave her. She felt herself pulled from her reading as the door rattled with a knock. Spike started down the stairs just as they began.

"Don't worry Spike I'll get it." She smiled. Setting the book on the table and walking to the door slipping it open and grinning at the picture of her friends on the other side. "Girls!" She squealed, throwing herself at the mares on the other side of the threshold and grabbing them all in a huge hug.

"Geez Twilight. You think we haven't seen you in ages with a greeting like that." Rainbow Dash chuckled.

"Oh but this is such a super way to meet." Pinkie squealed squeezing them all tighter but reluctantly released them all after Twilight did.

"Sorry, it's just well it's nice to see you girls is all." Twilight smiled and lead them back inside. "I know you're all ready to leave, just give me a few minutes."

"Hiya girls. Hi Rarity." Spike waved from the stairs. Rarity smiled back up to the little dragon.

"How are you doing Spike? Helping Twilight I hope." She said.

"Of course." Spike declared. "Doing what I can, lifting books and all. It's tiring but I'm getting pretty buff." The little dragon flexed his arms and looked down to the other ponies with a smile. Rainbow was the first to break into a laugh with Pinkie leaning on her while she joined in. Soon all of the ponies and even Spike were laughing happily at the dragon's joke.

Twilight returned where her book was laid and lifted it finding its place on the walls of shelves. "Still reading that book Twilight?" Rarity asked stepping next to the purple unicorn and glancing at the book. "Is there really anything else you can learn from it?"

Twilight stopped and brought the book back before her. She stared over the red cover and smiled. "Yeah, there is a lot more I can learn from it. It has all of Lloyd's stories, his past. It's all so terrible but it's a wonderful story."

Rainbow Dash smiled and shifted her wings. "Maybe I should read that once." Every pony turned to their blue friend. "Ya know, when your done with it and all." She shrugged.

"It might be good to hear more about him." Fluttershy smiled. "He did help a lot."

Twilight grinned and lifted the book up into the edge of the shelf and shifted it into place. Her horn faded and she stepped away looking back to her friends. "So are we all ready to go?" The multicolored heads bobbed happily. "Alright. Spike you're in charge till we get back, ok?" Twilight looked to her assistant.

Spike saluted firmly. "Can do Twilight. I'll see you tonight."

Twilight smiled and walked after her friends as they left out of the door. Twilight brought up the rear and closed the door behind them. "So, we better get going right?" Twilight asked.

"Sure as sugar." Applejack nodded. Pinkie bounced in the air with a squeal while Fluttershy jumped at the noise and pressed against Rainbow Dash who pressed back against her butter colored friend. Rarity adjusted her mane and smiled ahead with Twilight.

Twilight turned and started away with her friends behind her. The sun was out bathing the ground in light, casting long shadows across the town but they were nothing to be afraid of, they had faced darker shadows and come out stronger.

Dark was no longer something to fear, just another part of them.

. . .

The horns played slow and somber sending the melody across the garden. Princess Luna focused on maintaining her regal stance despite how she felt. Her wing no longer was bound in the bandage and it felt nice to feel free from the constriction. The music continued from the horns in another sweeping sad melody that nearly brought tears to the alicorn's eyes.

Hundreds of golden armored guards stood in firm form, eyes cast up, each trying to stand firm and not break as the horns sounded. The graves of countless older ponies surrounded them, all marked by tables of shining marble. The ceremony had been going on for over an hour already, the sun beginning to lower. All of the dead had been laid to rest, buried into the ground and the last words said over them. Celestia had gotten up and said her peace, thanking all of the guards who had died at the hands of the monster Darkside. She thanked them all, commended them, honored their families. It was a beautiful ceremony.

Luna never spoke, she was present for the entire ordeal but never stepped to speak. Celestia used her magic and created a large memorial in the garden. A huge stone memorial with the names of all those who fell to the monster and some small inscription about sacrifice and duty, it was a way to remember them and ensure their sacrifices were never forgotten. The guards were allowed the time off, several days off to be with their families, their friends, to enjoy their lives. Celestia's gift.

Luna didn't leave even as Celestia retreated to the castle and the guards filed out of the garden. She remained, her eyes drawn to the stone in the garden. So much lost and for so little. The stone was nice but it was an empty gesture, a way to always know of the evil none of them could stop. She sighed and shook her head letting her mane fly away from her face. It was a sad, so sad she nearly let herself cry several times but had retained her composure for the sake of the all the other ponies.

Some of the guards had been staying behind, looking at the graves of familiar friends or wandering around aimlessly. Some had removed their armor, and some even cried. Such displays were usually unheard of in the guard, but this was special. She wouldn't hold anything against them now. Luna watched them all leave eventually, one by one till the garden was all but deserted. The princess of the night glanced over the garden and her eyes fell on one of the only ponies still in the garden. She slowly trotted across the garden and walked carefully behind the guard who was staring up at the monument. She opened her mouth to speak but the guard spoke first.

"Princess." He said bowing his head but not looking at her. The dark mane washed over his dark coat as he shrugged it back over his horn. "I hope you're feeling well after all that happened."

Luna dropped her head slightly. "I am feeling well Artimus. How are you?"

Artimus turned his head to face the princess. A black eye patch blocked out his left eye leaving only one grey orb to look at her. His face was slumped and carved from a constant frowning. "Better every day your highness." He turned back to the stone before him. "But still not that good."

Luna looked with him. "We lost many that night. I'm sorry, I know you were close to many of them." She let her head hang a little. "But at least we didn't lose everyone."

Artimus took a long deep breath, heaving his entire body. "I know. We did save some, it's better than nothing. But we still I can't help but feel-"

"Stop." Luna said quickly but quietly. "Don't do that to yourself. I owe you my Life Artimus, as does Rarity, as do so many others." She looked down as the unicorn turned his eyes up to her. "The others talked about how you organized them during the attack, rallied everyone and protected them even after Darkside attacked you again. You were badly wounded and yet you went on"

"Yeah, it didn't save them all though. Still couldn't protect you and lost my eye." Artimus brushed his face and sighed.

"There was nothing that could be done for it?" Luna asked leaning down.

"No. too much damage, not enough time." He shook his head. "Just another casualty."

Luna looked away from the stallion and away from the stone memorial. "Artimus," She began. "Would you walk with me?" She asked turning away.

Artimus looked up from the stone to the blue princess of the night. The dark unicorn nodded and walked beside the alicorn as they slowly strode from the monument towards more trees. The sun was dropping from the sky the shadows beginning to lengthen over the ground as they walked aimlessly through the garden. The hedge maze, the stone statues, all of it went by in silence as the princess and her guard walked.

Until finally Luna spoke. "We are still alive Artimus." She said quietly.

The unicorn did not look to her and simply sighed. "Yes we are. I suppose we will have to rebuild. The castle, the guards. As long as we keep going, we have to keep rebuilding."

Luna stopped as they reached the edge of the trees. The view was only better from the balcony of her room but even from here they gazed over the mountain, down to the world below of sweeping trees, flowing rivers, all drenched in dying sunlight.

"So beautiful." Luna turned her head as Artimus spoke. "All that happened and the world continues, still so pretty and serene."

Luna nodded and looked out again. She tried to think of how to say it. How to approach what she wished to say but any clever words were lost from her. "Artimus," She asked gaining the dark unicorn's eye. "There is something I wished to discuss with you."

"Of course your highness." He nodded and fell silent, watching with attention.

"You see, as you said we have lost much and must rebuild." She began. "Celestia believes that this is also a time to change, a time for new things." Luna paused but never looked down to Artimus. "She wants the guard changed, she wants me to have my own guard division operating separately so that we may coordinate better in another such emergency, operate independently if it were." She looked down to Artimus and watched for his response.

The unicorn nodded his head and pinched his lip in thought. "Yes. That does seem good, having different command structure that could operate in the event of lost leadership. It was hard to regain control during the attack, different groups all divided could operate on their own better." He mused.

"Yes, and of course she left it to me to organize this group." Luna smiled. "And I would like you to be the captain of this new guard."

Artimus looked up from his thinking to Luna's bright eyes. His own eye widened but fell back to the reserved cold narrow it always held. "I am sorry princess, but I must decline." He hung his head.

"Why?" Luna asked a little shocked.

"I am injured." He said brushing his eye patch with a hoof. "To have one as crippled as I as a captain is unwise." Artimus turned back to the garden behind them. "Of course I know several others who would be fine suited. If you would like I can tell you who."

"Artimus," Luna said shaking her head. "A lost eye does not make you an ill guard. Your physical state has nothing to do with why I chose you."

Artimus paused, no matter how hard he tried to hide the twist in his head he was trying hard not to turn and face Luna. "Why then? If I may."

"I chose you because you are loyal, strong of heart, wise." Luna stepped closer to the unicorn. "During the attack, when others were hurt and bleeding. You ignored your own pain to see to their safety. You rallied them all to my defense, planned and grouped them all, you protected me and Rarity so we could escape with the elements even if it would cost you your life-"

"But it didn't!" Artimus snapped louder than he meant. He huffed and bit his lips. Luna waited while the pony composed himself. "I should have died that night. I should be dead with the rest of them in the ground, but I didn't die! I did all I could to protect you and Celestia and yet we still failed. I don't deserve a title, I don't even deserve this life. I deserve to be with my friends, de-"

"Stop!" Luna barked loudly this time making Artimus fall silent. "You are a fine guard. You survived and while it may hurt to have done so, it makes me very happy." She stepped forward and laid her wing over the quivering stallion. "You lived, you were willing to die for us, despite all your pain and you lived. It may only be due to chance but the fact is your alive. Don't wish death on yourself, take the life you have and live it. So now I ask you to serve me again, though I have to right to, please, for me and for those who were lost. Don't just give up, there's something worth living for." Luna brushed over the unicorn's back.

Artimus took one long shaky breath in and out. "You're right. Ok." He mumbled. "For them, and for you my princess. I will protect you again, and forever."

"Thank you Artimus." She said pulling her wing back.

Artimus took one step ahead and stopped. His head slowly turned and looked up into the sky. "It's a shame. . ." He whispered.

"What is?"

"That rain is spoiling this pretty day."

Luna cast her head up but saw only the white puffs of clouds left at the end of the day. "But it's not raining."

Artimus tipped his head farther back, his mane falling back from his face and Luna could see the distinct lines of water running over his face.

"Yes. Yes it is."

. . .

In a place too far away to be measured in distance, was a young man. He looked over the land marking several places in his mind as his feet brushed over the grass. He shook his head to move his hair from his eyes and focused again on the book in his hand writing a few more lines and names, things he needed to remember. A grey jacket and shirt was pulled in the wind while he closed the book admiring its red cover and detailed emblazed image. Two foes crossing swords, an eternal story.

He looked out and while nothing stood out to him, he could feel it out there, drawing him in. His goal, his enemy. Another world lay behind him, another world not burned. It wasn't much but it was something. He slipped the book away into his pack and set off over the grass, letting his power pull him where he was needed. Maybe here, maybe this time, maybe the next world, maybe a thousand years. Too many maybes, but in the end the answer would come.

"Next round Darkside." Lloyd hissed against the wind. He set off again, after his enemy, through another world. Always his burden, always his fight.

His enemy, His Darkside.

**I decided to post this back up and I hope to one day continue this series of Lloyd and Darkside. I'm in a bad spot right now and unable to do much work but hopefully I can work on the RWBY story I started or continue the Danny Phantom arc. **

**I will ask if you have any suggestions about where this two monsters should end up next I will gladly hear it. As always I would love hear what you thought. If you came this far you have to have some kind of opinion, even if it is hate. **

**With that I say good bye, and finish off another huge story. **

**Good bye and keep reading.**


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